Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and 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 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and 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 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when Accounts),when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.17, the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, 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 SecuritiesStock, Permitted Liens permitted by Section 7.3 and (ii) Liens having priority by operation in the case of law) to the extent required by the Guarantee Pledged Stock, statutory Liens); and Collateral Agreement. (b) Upon When executed, each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall Mortgages will be effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is filed the Mortgages are accepted for recording in the applicable recording office designated by the Borroweroffices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 permitted by Section 7.3 or other encumbrances or rights permitted securing Indebtedness). Schedule 1.1F lists, as of the 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 relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the ratable benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock, if any, described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by the Guarantee and Collateral AgreementClosing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Upon Any Mortgages delivered after the execution and delivery of any Mortgage to be executed and delivered Closing Date pursuant to Section 6.8(b)6.12 will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)7.3.

Security Documents. (a) The Guarantee After the execution and Collateral delivery thereof, the Pledge and Security Agreement is and the Partnership Interest Pledge Agreement are effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee Pledge and Collateral Security Agreement (other than Excluded Capital Stock) and the Partnership Interest Pledge Agreement, when any stock certificates or notes, as applicable, (if any) representing such Pledged Securities Stock are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee Pledge and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Security Agreement, when financing statements and other filings specified on Schedule 5 of the Perfection Certificate 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 6 of the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madePerfection Certificate, the Collateral Agent Pledge and Security Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any and the proceeds of any item of Collateral) (thereof to the extent a security interest in such Collateral interests can be so perfected through the (by delivery or filing of UCC financing statements in the offices specified as applicable) on Schedule 4.17 and the filings 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)such Collateral, as security for the Secured Obligations, in each such case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreementother Permitted Liens). (b) Upon After the execution and delivery thereof, each of any Mortgage to be executed and delivered pursuant to Section 6.8(b)the Mortgages, such Mortgage shall is or will be effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is filed in the recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property Properties and the proceeds 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted Permitted Liens. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $25,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreements are effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Agreements, when any stock certificates or notes, as applicable, and related stock powers representing such Pledged Securities Stock are delivered to the Collateral Agent, Administrative Agent (ii) assuming the Material Deposit Accounts Administrative Agent retains possession of such certificates and Material Securities Accounts described stock powers in the Guarantee 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 Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreements, when financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable3(a) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeAgreements, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreements, the Guarantee and Collateral Agent Agreements shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the ObligationsObligations (as defined in the respective Guarantee and Collateral Agreements), 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 Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.03). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereoftherein, 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified on Schedule 3(b) to the BorrowerGuarantee 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 such the Mortgaged Property 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 (other than Liens except as permitted by Section 7.3 7.03). Schedule 1.01(c), which lists each parcel of real property in the United States owned in fee simple by Holdings or other encumbrances or rights permitted by any of its Subsidiaries as of the relevant Mortgage)Closing Date, shall include a sub-heading for "Mortgaged Properties".

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority 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 Collateral Agreement Agreement, including, without limitation, Deposit Accounts (as defined in the “Excluded Collateral”Guarantee and Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iiiii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, 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 SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured PartiesLender, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral AgentLender, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral constituting personal property described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Lender shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Closing Date, none of the Guarantee and Collateral AgreementBorrowers or any Guarantor that is a company, limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Lender, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by except as noted in the relevant Mortgagetitle reports). (c) Each of the Cayman Law Share Charge and the Cayman Law Charge is effective to create in favor of Lender a legal, valid and enforceable first priority Lien on the Collateral described therein and proceeds thereof.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed 3 of the Guarantee and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to Agreement, the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, 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 Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreementas otherwise set forth herein). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Agents and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant except as otherwise set forth in any such Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, legal and valid and enforceable security interest in the Collateral described therein of a type (subject, in which a security interest can be created under Article 9 the case 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 Pledged Securities described in the Guarantee and Collateral Agreement Agreement, to the receipt of any approvals required by the applicable Gaming Authorities (including those described in Section 10.24) in order to pledge any of the “Excluded Collateral”Gaming Collateral of any entity licensed by or registered with such Gaming Authorities). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, Agent and subject to the receipt of any approvals required by the applicable Gaming Authorities (including those described in Section 10.24) in order to pledge any of the Gaming Collateral of any entity licensed by or registered with such Gaming Authorities and (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.17(a), the Collateral Agent shall 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 under the Laws of the jurisdictions in which the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, 4.17(a) are located and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Secured Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Property mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property mortgaged property and the proceeds 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock having been delivered to the Administrative Agent, together with respect to such Material Deposit Accounts and Material Securities Accounts are proper endorsements executed granting “control” (as defined in blank and, in the UCC) case of such accounts to the Collateral Agent and (iii) the other UCC Filing Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements specified on Schedule 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are madeAgreement, the Collateral Agent shall have except as otherwise provided therein, constitutes 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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person other than Liens permitted under Section 7.3 (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3(j)). (b) Upon Each Mortgage (as amended by the execution and delivery of any respective Mortgage to be executed and delivered pursuant to Section 6.8(b)Amendment, such Mortgage shall be if any) is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such the Mortgages or Mortgage is Amendments, as applicable, are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 such Mortgaged Property 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 (other than Liens permitted by under Section 7.3 or other encumbrances or rights permitted (except Section 7.3(j)). Schedule 1.1 lists each parcel of real property in the United States owned in fee simple by the relevant Mortgage)Borrower or any of its Subsidiaries as of the Effective Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (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 Collateral Agent Agent, for the ratable benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Stock (other than Uncertificated Foreign Securities, when control agreements with respect to such Material Deposit Accounts Uncertificated Limited Liability Company Interests and Material Uncertificated Partnership Interests) and the Pledged Debt Securities Accounts are executed granting “control” (as each such term is defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form Agreement) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (Pledged Stock and Pledged Debt Securities to the extent a that the laws of the United States or any state thereof govern the creation and perfection of any such security interest interest, in such Collateral can be perfected through the filing of each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a) and all applicable filing fees have been paid, the filings specified on Schedule 3 to Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement, and through ) to the delivery extent such security interest may be perfected by the filing of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligationsa UCC financing statement, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral person, other than Pledged Securities, with respect to Liens expressly permitted by Section 7.3 6.02 and with respect to Collateral consisting of Investment Property (iias defined in the UCC). (b) Liens having priority by operation of law) With respect to the extent required by Intellectual Property (as defined in the Guarantee and Collateral Agreement. ) in which Terex, the Subsidiary Guarantors and the Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (bor a short-form security agreement in form and substance reasonably satisfactory to Terex and the Collateral Agent) Upon with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), upon the execution and delivery of any Mortgage to be executed the Guarantee and delivered pursuant to Section 6.8(bCollateral Agreement and the recordation of the Guarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), such Mortgage the Lien created under the Guarantee and Collateral Agreement in the Perfection Intellectual Property shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Perfection Intellectual Property to the extent that a security interest may be effective perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person. (c) The Mortgages, upon the execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property described therein thereunder and the proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting and when the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings Mortgages referred to in equity or at lawSection 3.04(b) are recorded in the offices specified in Schedule 3.19(c) and all applicable fees have been paid, the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)6.02.

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 Security Agreement, duly executed by each Credit Party (other than the Collateral Agent for Restaurant Subsidiaries) existing on the benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of Closing Date together with: (i) duly executed financing statements in proper form for filing under the Pledged Securities described Uniform Commercial Code in all such jurisdictions as the Guarantee Purchaser may deem necessary or desirable in order to perfect and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to protect the Collateral Agent, (ii) Liens created by the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Security Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in covering the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement Security Agreement, (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicableii) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, stock certificates representing all right, title and interest of the Loan Parties in issued and outstanding shares of Capital Stock of each 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 filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered 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), as security for , (iv) the Obligationspromissory note of Mart▇▇ ▇▇ favor of the Parent, in each case prior in right the principal amount of $2,300,000, accompanied by a bond power satisfactory to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required Purchaser duly executed by the Guarantee Parent in blank, and (v) such other instruments of assignment and other documents in respect of the Collateral Agreementas the Purchaser may request. (b) Upon The Intellectual Property Security Agreement duly executed by each Credit Party (other than the execution Restaurant Subsidiaries) existing on the Closing Date, together with duly executed assignments in proper form for filing with the United States Patent and delivery 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 Restaurant Subsidiaries), in each case executed by the applicable Credit Party maintaining such Depositary Account and the bank or other 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 sole judgment of the Purchaser, 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 each case naming the Purchaser as loss payee and additional insured, as its interests may appear. (g) Deeds of trust, 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 Mortgage to be such documents subsequently executed and delivered pursuant to Section 6.8(b9.5, the "Mortgages"), such Mortgage duly executed by the applicable Credit Party, together with: (i) certificates, affidavits, questionnaires or returns as shall be effective 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 in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien perfected first priority Liens on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Mortgages has been taken.

Security Documents. (a) The Each of the Guarantee and Collateral Agreement and the Mexican Stock Pledge Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, legally valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or by general principles of a type in which a security interest can be created under Article 9 equity. In the case 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 Capital Stock pledged pursuant to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (or the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Mexican Stock Pledge Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities pledged Capital Stock are delivered to the Administrative Agent and, with respect to the Capital Stock of Innophos Mexicana, when the certificates evidencing the Capital Stock are duly endorsed in guarantee (endoso en garantía) in favor of, and delivered to, the Administrative Agent and an appropriate notation is made in the stock registry book (libro de registro de acciones) of Innophos Mexicana, and in the case of the other Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are properly filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 5.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent that a security interest in such Collateral can be perfected through by possession, control or a filing under applicable law) and the filing of financing statements proceeds thereof, as security for the Obligations (as defined in the offices specified on Schedule 4.17 Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the filings specified on Schedule 3 case of Collateral other than Capital Stock pledged pursuant 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement8.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, legally valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ creditors rights generally and or 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; equity, and when such Mortgage is the Mortgages are properly filed in the recording office designated by the Borroweroffices 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 such the Mortgaged Property 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 all other Liens except any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted 8.3. Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $2,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Equity Interests described in the Guarantee and Collateral Agreement, when control agreements with respect certificates representing such Pledged Equity Interests and related transfer powers are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.19 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 4.19, to the Collateral Agent) and such other filings as are specified on Schedule 3 to extent that a security interest therein can be perfected by the filing of a financing statement, the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted by Section 7.3). (b) Subject to the Reservations, each of the UK Debenture and the UK Charge Over Shares is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Debenture and the UK Charge Over Shares, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Administrative Agent, and in the case of the other Collateral described in each of the UK Debenture and the UK Charge Over Shares, when the filings specified on Schedule 4.19 in appropriate form are filed in the offices or registers specified on Schedule 4.19 to the extent that a security interests therein can be perfected by any such filing and all notices required to be served under such Security Documents are duly served before any competing notice comes into effect, each of the UK Debenture and the UK Charge Over Shares shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in each of the relevant MortgageUK Debenture and the UK Charge Over Shares), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted by 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 encumbrances or rights permitted by joint venture documents as in effect as of the relevant MortgageClosing Date).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and proceeds thereof. In the case 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” Pledged Stock as set forth defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (the “Excluded CollateralCertificated Securities”). In , when certificates representing such Pledged Stock are to be delivered to the Administrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Subsidiary Guarantor (i) as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 6.11 with respect thereto, and in the Pledged Securities case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to which may be perfected through the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) filing of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)a UCC financing statement, when financing statements and other filings (when filed in accordance with Section 6.11) specified on Schedule 4.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent shall have a fully perfected first priority Lien onAdministrative Agent, 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legalParties, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage 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 prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the Closing Date, none of the Capital Stock of the Borrower or any Restricted Subsidiary that is a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock that is certificated described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts and Material the Administrative Agent, in the case of Book Entry Securities Accounts are executed granting “control” (as defined in the UCCTarget Pledge Agreement), upon the taking of the actions described in Section 5.2(f) and in the case of such accounts to the Collateral Agent and (iii) the other Collateral (including uncertificated Pledged Stock) described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.18(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (including any proceeds of any item of Collateral) (to the extent a security interest as defined in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings 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, 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 Securities, Liens expressly permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices 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 such the Mortgaged Property 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 (other than i) Liens expressly permitted by Section 7.3 or 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 on, and security interest in, all right, title and interest of the IHK Merger Sub in such Collateral and the proceeds thereof, subject in the case of proceeds to compliance with applicable law, as security for the Obligations (as defined in the Target Pledge Agreement), in each case prior and superior in right to any other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to create creates in favor of the Collateral Agent Agent, for the benefit of the Secured Lender Parties, a legal, valid valid, continuing and enforceable security interest in the Pledged 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) Pledge Agreement), the enforceability of such accounts which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and the Collateral Agent and Pledged Securities (iii) the other Collateral described as defined in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements Pledge Agreement) have been duly completed and executed (as applicable) and delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). Agent has on the Collateral Agent) and such other filings as are specified on Schedule 3 Closing Date, and, assuming Agent retains possession of the Pledged Collateral, Agent will to the Guarantee and Collateral Agreement are madecontinue to have thereafter, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the Loan Parties each pledgor thereunder in such Collateral (including any proceeds of any item of Collateral) (to the extent a , and such security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings 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, is in each case prior and superior in right and interest to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Permitted Liens having priority by operation of applicable law) to the extent required by the Guarantee and Collateral Agreement). (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create The Security Agreement creates in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Lender Parties, a legal, valid valid, continuing and enforceable Lien on security interest in the Mortgaged Property described therein and proceeds thereofCollateral (as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule V of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (other than Permitted Liens having priority by operation of applicable law). (c) When the implied covenants of good faith and fair dealing; and when such Mortgage Security Agreement (or a short form thereof) is filed in the recording office designated by United States Patent and Trademark Office and the BorrowerUnited States Copyright Office and when financing statements, such Mortgage releases and other filings in appropriate form are filed in the offices specified in Schedule V of the Security Agreement, Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable Credit Parties in such Mortgaged the Intellectual Property and the proceeds thereof, as security for the Obligations Collateral (as defined in the relevant Mortgage)Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Credit Parties after the date hereof) (other than Permitted Liens permitted having priority by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgageoperation of applicable law).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative Agent (assuming the Administrative Agent retains possession of such Material Deposit Accounts certificates and Material Securities Accounts are executed granting “control” (as defined stock powers in the UCC) 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 accounts to other jurisdiction will govern perfection), and in the Collateral Agent and (iii) case of the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable3(a) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeAgreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, 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 Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.03). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereoftherein, 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified on Schedule 3(b) to the BorrowerGuarantee 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 such the Mortgaged Property 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 as permitted by Section 7.03). Schedule 1.01(c), which lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date, shall include a sub-heading for “Mortgaged Properties”. (c) Each of the UK Guarantee and Debenture and the UK Share Charge are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon completion of (i) any registration required by Section 395 of the Companies Act in England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the perfection requirements specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and the UK Share Charge shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in each case prior and superior in right to any other than Person (except Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage7.03).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) , when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Administrative Agent in writing at the time such property is acquired (which financing statements have been duly completed and executed (as applicable) and delivered to may be filed by the Collateral AgentAdministrative Agent at any time) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are mademade (all of which filings may be filed by the Administrative Agent at any time), the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral 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 (other than Liens permitted by Section 7.3 except Permitted Liens). Schedule 4.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the 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 other encumbrances prior to the Closing Date; and on or rights permitted 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 Mortgagesecured party, in respect of each such UCC Financing Statement. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the mortgaged properties described, and as defined, therein and proceeds and products thereof, and when the Mortgages are filed in the 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 Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor Each of the Collateral Agent for Existing Security Documents was duly authorized by the benefit Company and/or the applicable Guarantor, as appropriate, and constitutes a legal and binding agreement of the Secured PartiesCompany and/or the applicable Guarantor in accordance with its terms, 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar moratorium, and other laws of general application affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Each of the Additional Security Documents to be executed and delivered at the Closing has been duly authorized by the Company and/or MSPL, as appropriate, and, when executed and delivered by the Company and/or MSPL, will constitute a legal and binding agreement of the Company and/or MSPL in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles (whether enforcement is sought by proceedings in equity or at law) remedies. The Existing Security Documents create, and the implied covenants of good faith Additional Security Documents, when executed and fair dealing; and when such Mortgage is filed in delivered pursuant to the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest terms of the Loan Parties Amended First Lien Indenture, will create, in such Mortgaged Property favor of the Trustee and the proceeds thereofCollateral Trustee for the benefit of the holders of the First Lien Notes, valid and enforceable security interests in and liens on the Collateral. The Existing Security Documents create, and, upon the completion of the requisite registrations, recordings, notations and filings, or execution of the requisite control agreements, as security for the Obligations (as defined applicable, in the relevant Mortgage)jurisdictions and subject to applicable law, the Additional Security Documents, will create, in each case prior and superior as further described in right the relevant Security Documents, to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted the extent required by the terms of the relevant Mortgage)Security Documents, in favor of the Trustee and the Collateral Trustee for the benefit of the holders of the First Lien Notes, perfected security interests and liens in the relevant Collateral.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Closing Date, none of the Guarantee and Collateral AgreementBorrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date (if any) will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral as further described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of of: (i) the Pledged Securities described in the Guarantee Stock as defined and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to stock certificates representing such Material Deposit Accounts and Material Securities Accounts Pledged Stock are executed granting “control” (as defined in the UCC) of such accounts delivered to the Collateral Agent and Administrative Agent, (iiiii) the other Collateral as further described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.15(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.15(a), and, (which financing statements have been duly completed and executed (as applicableiii) and delivered property acquired after the date hereof any other action required pursuant to Section 6.11, the Collateral Agent) and such other filings as are specified on Schedule 3 security interest created pursuant to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully constitute valid perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties interests in such Collateral (including any and the proceeds of any item of Collateral) thereof (to the extent a security interest in such Collateral can be perfected through the filing of such financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of such Pledged Stock or the Pledged Securities taking of such actions required pursuant to be delivered on the Closing DateSection 6.11), as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementPermitted Liens). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Property Properties as further 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified on Schedule 4.15(b), the Borrower, 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 such Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgageexcept Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock as defined and described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral AgentAdministrative Agent together with the necessary endorsements, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)any of the Security Documents, when financing statements and other filings specified on Schedule 4.19 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19, the Guarantee and Collateral Security Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for their respective Obligations (including any proceeds of any item of Collateralas defined in the Guarantee and Security Agreement) (to the extent a security interest in Lien on such Collateral (other than the Pledged Stock) can be perfected through the filing of pursuant to such financing statements in the offices specified on Schedule 4.17 and the filings 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 Obligationssuch other filings, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementPermitted Liens). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties 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 Property 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 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 such Mortgage is the Mortgages are filed in the appropriate recording office designated by the Borroweroffices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by except that the relevant Mortgagesecurity interest created in such real property and the Mortgaged Property may be subject to Permitted Liens).

Security Documents. (a) The Guarantee After the execution and Collateral delivery thereof, the Pledge and Security Agreement is and the Partnership Interest Pledge Agreement are effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee Pledge and Collateral Security Agreement (other than Excluded Capital Stock) and the Partnership Interest Pledge Agreement, when any stock certificates or notes, as applicable, (if any) representing such Pledged Securities Stock are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in case of the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee Pledge and Collateral Security Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)the Partnership Interest Pledge Agreement, when financing statements and other filings specified on Schedule 5 of the Perfection Certificate 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 6 of the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madePerfection Certificate, the Collateral Agent Pledge and Security Agreement and the Partnership Interest Pledge Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any and the proceeds of any item of Collateral) (thereof to the extent a security interest in such Collateral interests can be so perfected through the (by delivery or filing of UCC financing statements in the offices specified as applicable) on Schedule 4.17 and the filings 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)such Collateral, as security for the Secured Obligations, in each such case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementPermitted Liens). (b) Upon After the execution and delivery thereof, each of any Mortgage to be executed and delivered pursuant to Section 6.8(b)the Mortgages, such Mortgage shall is or will be effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is filed in the recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted Permitted Liens. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $25,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements such Pledged Collateral is delivered (in accordance with respect the Intercreditor Agreement) to such Material the Administrative Agent or the Term Loan Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts and Material or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are executed granting “control” subject to an Account Control Agreement (as defined in the UCCGuarantee and Collateral Agreement) and in the case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (that can be perfected by the filing of such financing statement or other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, 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 SecuritiesCapital Stock, Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting of Capital Stock, Liens having priority by operation of law) to on such Collateral securing the extent required by obligations outstanding under the Guarantee and Collateral AgreementTerm Loan Documents). (b) Upon Each of the Mortgages, upon execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b)by the parties thereto, such Mortgage shall be is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified in the Borrowerlocal 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 such the Mortgaged Property 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 (other than except Liens permitted by Section 7.3 or other encumbrances or rights permitted 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant Mortgage)Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) (i) The Guarantee Pledge Agreement, upon execution and Collateral Agreement delivery thereof by the parties thereto, is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interest in interests in, the Pledge Agreement 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iiix) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are filed in the relevant filing offices specified on Schedule 4.17 identified in the Pledge Agreement, Collateral with respect to which a security interest may be perfected by filing of a financing statement or (y) upon the taking of possession or control by the Collateral Agent of the Pledge Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which financing statements have possession or control has been duly completed and executed (as applicable) and delivered given to the Collateral Agent) and such other filings as are specified on Schedule 3 Agent to the Guarantee and Collateral Agreement are made, extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Pledge Agreement in such Pledge Agreement Collateral shall have constitute fully perfected First Priority Liens in each case subject to no Liens other than Permitted Liens. (b) Each Account Control Agreement is effective to create “control” by the Collateral Agent over each Earnings Account held at the Collateral Agent. (c) Each Collateral Vessel Mortgage is effective to create, in favor of the Security Trustee, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) a First Priority preferred ship mortgage Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage and the proceeds thereof, subject only to Permitted Liens, and when the Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction (or, in the case of any Collateral Vessel Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 5.10, when such Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction), such Collateral Vessel Mortgage shall constitute a fully perfected first priority preferred ship mortgage Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage, in each case, subject to no Liens other than Permitted Liens. (d) Each Security Document delivered pursuant to Sections 5.10, 5.11 and 5.14 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent (or, in the case of Collateral Vessel Mortgages, the Security Trustee), for the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Lien on, and security interest in, all of the Borrower’s and Subsidiary Guarantors’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control has been given to the Collateral Agent to the extent required by any Security Document), the Liens in favor of the Collateral Agent created under such Security Document will constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the Loan Parties Borrower and the Subsidiary Guarantors 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 filings 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, in each case prior in right subject to the Lien of any other Person (except (i) in the case of Collateral no Liens other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementPermitted Liens. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) as defined therein), when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described security interests in the Guarantee and Collateral AgreementInvestment Accounts that can be perfected by control, when control agreements with respect to such Material Deposit Accounts the Account Control Agreements and Material Securities Accounts are the Depositary Agreement have been duly executed granting “control” (as defined in and delivered by the UCC) of such accounts to the Collateral Agent parties thereto, and (iii) security interests in the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements specified on Schedule 4.22(a) 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 4.22(a), the Collateral Agent) and such other filings as are specified on Schedule 3 to Liens granted under the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (A) in the case of Collateral other than Pledged Stock, Permitted Liens, or (B) in the case of any Pledged Stock, Liens (x) arising pursuant to the limited liability company agreements, partnership agreements or 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) The Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the real property interests described therein and the proceeds thereof, and when the Mortgage is filed in the applicable office specified on Schedule 4.22(b), the Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Borrower in the 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted except for Permitted Liens. Schedule 1.1A lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person to the extent such Lien can be perfected by such actions or filings (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having to have priority by operation over the Lien of law) to the extent required by Administrative Agent). As of the Guarantee and Collateral AgreementClosing Date, none of the Borrower, Intermediate Holdings, Holdings or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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. (c) The PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each applicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as defined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens created by each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, free and clear of all Liens (other than the Liens permitted by Section 7.3 or other encumbrances or rights permitted by created under the relevant MortgagePC Documents).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and proceeds thereof. In the case of the UCC Pledged Stock (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 defined in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (iAgreement) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Closing Date, none of the Guarantee and Collateral AgreementBorrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement is effective and deliver to create in favor of the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent for to be filed, registered or recorded to create the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under Article 9 of the UCC First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed b) Notwithstanding anything to exclude any Property expressly excluded from the definition of “Collateral” as contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Guarantee and Collateral Agreement Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (the “Excluded Collateral”). In the case of it being understood any such mortgages shall be accompanied by customary local counsel opinions (i) the Pledged Securities described but limited only to those jurisdictions in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are which local counsel opinions were delivered to the Collateral Agent, First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (ii2) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when any control agreements required to be entered into pursuant to clause (a) with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, when financing statements but in appropriate form are filed in no event later than 30 days following the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered Issue Date. The Company shall deliver an Officer’s Certificate to the Collateral Agent) and such other filings as are specified on Schedule 3 Trustee certifying to the Guarantee and Collateral Agreement are madesatisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Collateral Agent shall 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 Company and the filings specified on Schedule 3 to the Guarantee other Grantors shall enter into additional Security Documents and Collateral Agreement, and through the delivery of the Pledged Securities required take or cause to be delivered on the Closing Date)taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the Obligationsobligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in each case prior in right all of the Collateral (subject to the Lien terms of any other Person (except (ithe Intercreditor Agreement and the Security Documents in all respects) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent Trustee for the benefit of the Secured Parties Holders. (d) Each Holder, by accepting a legalNote, valid consents and enforceable Lien agrees to the terms of the Security Documents entered into on the Mortgaged Property described therein Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and proceeds thereof, except foreclosure of Collateral) as enforceability each may be limited by applicable bankruptcyamended from time to time in accordance with their terms and this Indenture, 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) Security Documents and the implied covenants of good faith and fair dealing; and when such Mortgage is filed Intercreditor Agreement. (e) In the event that security interests in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest any of the Loan Parties in such Mortgaged Property Collateral are not created as of the Issue Date, the Company and the proceeds thereof, other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as security for promptly as reasonably practicable after the Obligations Issue Date (or on such later date as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights may be permitted by the relevant MortgageHolders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with respect to such Material Deposit Accounts a properly completed and Material Securities Accounts are executed granting “control” (as defined signed stock power or endorsement), and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable4.19(a) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to Disclosure Letter, the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) 7.3), in each case to the extent required the security interest in the Collateral can be perfected by the Guarantee and Collateral Agreementtaking such actions. (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b)Mortgages, such Mortgage shall be if any, is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified on Schedule 4.19(b) to the BorrowerDisclosure Letter, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted Person. Schedule 4.19(b) to the Disclosure Letter lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant Mortgage)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 Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect any stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Administrative Agent) and such other filings as are specified on Schedule 3 to ), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1B lists, as of the Closing Date, each parcel of owned Real Property and each leasehold interest in Real Property located in the United States and held by the Borrower or any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral located in the United States described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect any stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral located in the United States described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 executed (as applicable) and delivered to may be filed by the Collateral Administrative Agent) at any time and such other filings as are specified on Schedule 3 to 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 are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including other than any proceeds of any item of Collateral) (Excluded Property and subject to the extent Permitted Perfection Exception) and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, Permitted Liens). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Collateral can be perfected through legal, valid, binding and enforceable Lien on the filing of financing statements Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages are filed in the offices specified on Schedule 4.17 and 4.19(b) (in the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery case of the Pledged Securities required Mortgages to be executed and delivered on the Closing Date), as security for ) or in the Obligations, in each case prior in right to recording office designated by the Lien of any other Person Borrower (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b6.11 (b)), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with respect to such Material Deposit Accounts undated stock powers, in blank, executed and Material Securities Accounts are executed granting “control” (as defined delivered by a duly authorized officer of the relevant Group Member, and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)in which a security interest can be perfected by filing under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted Person. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries.

Security Documents. (ai) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured PartiesParties 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 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 extent required by the Guarantee and Collateral Agreement (the “Excluded Collateral”)Security Documents. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Security Documents, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement 5.17 are made, the Collateral Agent shall 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 5.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (bii) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b6.11(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property 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 (other than subject to the Subordination Agreement), Liens permitted by Section 7.3 7.01 or other encumbrances or rights permitted by the relevant 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 Collateral Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Pledge Agreements, when any stock certificates or notes, as applicable, representing such Certificated Pledged Securities Stock are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Pledge Agreements, when financing statements and other filings specified on Schedule 6.11 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed 6.11 and executed (as applicable) and delivered to Borrowers receive proceeds of the Collateral Agent) and such other filings as are specified Loans on Schedule 3 to the Guarantee and Collateral Agreement are madeInitial Borrowing Date, each of the Collateral Agent Pledge Agreements shall have constitute a fully perfected first 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 Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Pledge Agreements), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by Section 8.1, and only to the extent that priority can be obtained by filing). (b) In the case of the Pledged Securities described in any Other Pledge Agreement, when 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 all other conditions required therein are met, each Other Pledge Agreement and signed statement of pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 (other than except Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)8.1.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with respect to such Material Deposit Accounts a properly completed and Material Securities Accounts are executed granting “control” (as defined signed stock power or endorsement), and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (including any proceeds of any item of Collateral) (as defined in the Guarantee and Collateral Agreement), in each case to the extent that a security interest in such Collateral can therein may be perfected through by the filing of financing statements in under Article 9 of the offices specified on Schedule 4.17 Uniform Commercial Code, possession or control of such Pledged Stock or by filings with the U.S. Copyright Office and the filings specified on Schedule 3 to the Guarantee U.S. Patent and Collateral Agreement, Trademark Office and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) for Liens arising under the First Lien Security Documents and, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right right, subject to the Intercreditor Agreement, to any other Person (other than except that the security interest created in such property may be subject to the Liens permitted by Section 7.3 or other encumbrances or rights permitted 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements such Pledged Collateral is delivered to the Administrative Agent (together with respect to such Material a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts and Material or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are executed granting “control” subject to an Account Control Agreement (as defined in the UCCGuarantee and Collateral Agreement) and in the case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (that can be perfected by the filing of such financing statement or other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, 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 Securities, with respect to Collateral consisting of Capital Stock) Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the Mortgages, upon execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b)by the parties thereto, such Mortgage shall be is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified in the Borrowerlocal 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 such the Mortgaged Property 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 (other than except Liens permitted by Section 7.3 or other encumbrances or rights permitted 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant Mortgage)Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is and Debentures are effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and proceeds thereof. In the case of the UCC Pledged Stock (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 defined in the Guarantee and Collateral Agreement and the Debentures) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (the “Excluded CollateralCertificated Securities”). In , when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of (i) the Pledged Securities other Collateral constituting personal property described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to and/or the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Debentures, when financing statements and/or other filings specified on Schedule 4.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected first priority (to the extent perfection is required under the Loan Documents) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Closing Date, none of the Guarantee and Collateral AgreementLoan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. The Borrower shall have granted or shall have caused to be granted to the Bank a perfected first priority Lien, subject only to Permitted Liens, in all of the Borrower's and each of the respective Guarantor's real and personal property assets (acollectively, the "Collateral"), including all capital stock of the Borrower in each of the Guarantors, and the Bank shall have received, in form and substance satisfactory to the Bank: (i) The Guarantee fully executed and Collateral Agreement is effective notarized mortgages, deeds of trust or deeds to create secure debt encumbering the fee interest and/or leasehold interest of the Borrower and the Guarantors in all of their owned or ground-leased real property assets (the "Mortgaged Properties"), including without limitation those set forth on Schedule 11(f) hereto, in favor of the Collateral Agent Bank; (ii) a duly executed security agreement in the form of Exhibit A attached hereto and duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the benefit Bank's sole discretion, to perfect the Bank's security interest in all personal property of the Secured PartiesBorrower and the Guarantors; (iii) a duly executed pledge agreement in the form of Exhibit B attached hereto for all capital stock of each Guarantor, a legaland original stock certificates evidencing all pledged shares accompanied by duly executed in blank, valid and enforceable undated stock powers for such pledged shares; and (iv) duly executed UCC financing statements for each appropriate jurisdiction as is necessary to perfect the Borrower's security interest in the Collateral described therein "RDA/RDP Receivables" of International Periodical Distributors, Inc., as such term is defined in that certain Agreement and Assignment for the Collection of Retail Display Allowances dated as of January 31, 2001 by and between Borrower and International Periodical Distributors, Inc. and a type in which a security interest can be created under Article 9 duly executed collateral assignment 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 agreement in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case form of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementExhibit C attached hereto. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 5.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 5.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) 8.3), subject to the extent required by the Guarantee and Collateral Agreement.filing of periodic UCC continuation statements. Table of Contents (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices 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 such the Mortgaged Property 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 except Liens permitted by Section 7.3 8.3). Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property of the Borrower or other encumbrances or rights permitted any of its Subsidiaries and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries where material amounts of inventory or equipment are located.

Security Documents. (a) The Guarantee Security Agreement, each Guaranty and Collateral Security Agreement, each Guaranty, Pledge and Security Agreement is and the Pledge Agreement are each effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee Pledge Agreement, Security Agreement and Collateral Agreement (other than Excluded Capital Stock) each Guaranty, Pledge and Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral AgentAgent (together with a properly completed and signed stock power or endorsement), (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Pledge Agreement, when control agreements with respect to such Material Deposit Accounts Security Agreement and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent each applicable Guaranty, Pledge and (iii) the other Collateral described in the Guarantee and Collateral Security Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not shall constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgor, Borrower and such Holdco, as applicable, in such Pledged Stock and the proceeds thereof, as security for the Secured Obligations (as defined in the Pledge Agreement, Security Agreement and each Guaranty, Pledge and Security Agreement), and in the case of the other Collateral (including any proceeds of any item of Collateral) (to described in the extent a security interest in such Collateral can be perfected through the filing of Security Agreement, each Guaranty, Pledge and Security Agreement and each Guaranty and Security Agreement, when financing statements and other filings specified on Schedule 4.33(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.33(a), and with respect to other property that can be perfected by control, upon execution of the Depositary Agreement by each of the parties thereto, the Security Agreement, each Guaranty, Pledge and Security Agreement, each Guaranty and Security Agreement and the filings specified on Schedule 3 to the Guarantee and Collateral AgreementPledge Agreement shall constitute a fully perfected Lien on, and through security interest in, all right, title and interest of each Borrower Party and Pledgor in such Collateral and the delivery of the Pledged Securities required to be delivered on the Closing Date)proceeds thereof, as security for the ObligationsSecured Obligations (as defined in the Security Agreement, each Guaranty, Pledge and Security Agreement, each Guaranty and Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Permitted Liens permitted by Section 7.3 and (ii) that pursuant to applicable law are entitled to a higher priority than the Liens having priority by operation of law) to the extent required created by the Guarantee and Collateral AgreementSecurity Documents). (b) Upon the execution and delivery Each Deed of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Trust is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the applicable Mortgaged 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 such Mortgage Deed of Trust is filed in the recording office designated by the Borrowerspecified on Schedule 4.33(b), such Mortgage Deed of Trust shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties applicable Borrower Party in such the applicable Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (other Person, except for Permitted Liens that pursuant to applicable law are entitled to a higher priority than the Liens permitted by Section 7.3 or other encumbrances or rights permitted created by the relevant Mortgage)Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Equity Interests described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Equity Interests are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 5.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 5.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Permitted Liens). (b) Upon the execution and delivery thereof, each of the Mortgages will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 Borrower and its Restricted Subsidiaries 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgageexcept Permitted Liens). (c) The Holdings Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Stock and the other Collateral (as defined in the Pledge Agreement). In the case of the Pledged Stock, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Pledge Agreement, when financing statements and other filings specified on Schedule 5.19(c) in appropriate form are filed in the offices specified on Schedule 5.19(c), the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings in and to the Pledged Stock and the other Collateral, as security for the Obligations, in each case, prior and superior in right to any other Person.

Security Documents. (a) The Guarantee After the execution and delivery thereof in accordance with Section 5.16 until the Collateral Release Date or other release thereof permitted under this Agreement, each of the Cash Collateral Agreement and the Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeappropriate jurisdictions, the Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, on all right, title and interest of the Loan Parties Borrower and the Guarantors in such Collateral (including any proceeds of any item of Collateral) (to the extent other than such Collateral in which a security interest in such Collateral can cannot be perfected through the by filing of a financing statements statement under the UCC as in effect at the relevant time in the offices specified on Schedule 4.17 relevant jurisdiction) and the filings 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)proceeds thereof, as security for the ObligationsObligations (as defined in the Cash Collateral Agreement or the Collateral Agreement, as applicable), 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 Securitieswith respect to the Cash Collateral Agreement), Liens permitted by under Section 7.3 and 6.01(1) through (ii6) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery thereof until the Collateral Release Date or other release thereof permitted under this Agreement, each of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be the Mortgages is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the appropriate recording office designated by the Borroweroffices, 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 such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by those exceptions to title set forth in the relevant Mortgageapplicable title insurance policy described in clause (c) of the definition of Mortgage Conditions).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the certificated Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent (or, until the First Priority Obligations Payment Date, the First Priority Representative) (together with respect to such Material Deposit Accounts a properly completed and Material Securities Accounts are executed granting “control” (as defined signed stock power or endorsement), and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.19 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19, the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens arising under the First Priority Security Documents and, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) If and when delivered, each of the Mortgages, upon proper filing, shall be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the properties described therein and proceeds thereof, and if and when such Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a fully perfected (if and to the extent perfection may be achieved by such filings) Lien on, and security interest in, all right, title and interest of the Loan Parties in the property subject to such Mortgage and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right right, subject to the Intercreditor Agreement, to any other Person (other than except that the security interest created in such property may be subject to the Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage7.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified (including United States Patent and Trademark Office filings and United States Copyright Office filings) on Schedule 4.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of Liens held by any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted Person. Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by the relevant Mortgage)Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts the delivery to, and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to continuing possession by, the Collateral Agent of stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and (iii) in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when the financing statements in appropriate form are filed on file (or to be filed) in the offices specified on Schedule 4.17 5.19 (which financing statements have been duly completed and executed a) create (as applicableor, when filed, will create) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement8.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices 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 such the Mortgaged Property 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. Schedule 1.1(b) lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted including the Commonwealth of Puerto Rico) and held by the Borrowers or any of their Subsidiaries that has a value, in the reasonable opinion of the relevant Mortgage)Borrower, in excess of $500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the applicable Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally. In the case of the Pledged Stock described in the Guarantee and by general equitable principles (whether enforcement is sought by proceedings Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in equity or at law) the case of the other Collateral described in the Guarantee and Collateral Agreement, to the implied covenants of good faith and fair dealing; and extent provided therein, when such Mortgage is financing statements in appropriate form are filed in the recording office designated by appropriate filing offices and the Borrowerother actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, such Mortgage the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds thereof, as security for the applicable Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except for Permitted Liens);. (b) Upon execution thereof, each of the Mortgages shall be effective to create in favor of the Administrative Agent, for the benefit of the applicable Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are appropriately filed or recorded and indexed in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), together with payment of appropriate filing or recording fees and applicable taxes, if any, in the offices specified therein, each such Mortgage shall constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally (to the extent provided therein), a 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 applicable Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted except for Permitted Liens). Schedule 1.1(a) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant MortgageBorrower or any other Loan Party that has a value, in the reasonable opinion of the Borrower, in excess of $6,000,000. (c) When delivered and at all times thereafter, each Intellectual Property Security Agreement (together with the Guarantee and Collateral Agreement) is effective to create in favor of the Administrative Agent, for the benefit of the applicable Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (other than the Mortgaged Properties) described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee Stock and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Notes described in the Guarantee and Collateral Agreement, upon the effectiveness of the Intercreditor Agreement, and when control agreements with respect any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to such Material Deposit Accounts the First Lien Administrative Agent or the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material any Deposit Accounts and Material Securities Accountsfuture Commercial Tort Claims, each as defined therein), when financing statements 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 executed (as applicable) and delivered to the Collateral Administrative Agent) and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made(all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date), the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (including as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any proceeds of other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder). Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any item of CollateralLoan Party as debtor and (ii) will remain on file after the 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 prior to the extent a security interest 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 such Collateral can be perfected through respect of each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) Each of the filing of financing statements Mortgages, when filed (or which have been filed) in the offices specified on Schedule 4.17 and the filings 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 Date4.19(b), as security for the Obligations, will be in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective form sufficient to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall upon due filing constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Liens permitted by Section 7.3 Persons holding Permitted Liens, including, without limitation, First Priority Liens, or other encumbrances or rights permitted hereunder or by the relevant Mortgage).

Security Documents. (a) The Security Documents are, or as applicable, will be on execution, effective to create in favor of the Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, for the benefit of the applicable Secured Parties, a valid security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement or in any Foreign Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, in the (a) 2 lists each UCC Financing Statement or each financing statement under all applicable Personal Property Security Legislation that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the applicable Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC and other termination statements, signed by the relevant secured party, in respect of each such UCC Financing Statement or each financing statement under all applicable Personal Property Security Legislation. (b) Each of the Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the US Secured Parties, or in favor of the UK Security Agent, for the benefit of the UK Secured Parties, a legal, valid and enforceable security interest in Lien on the Collateral Mortgaged Properties described therein of a type in which a security interest can be created under Article 9 of and proceeds and products thereof; and when 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates Mortgages are registered or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 Collateral4.19(b) (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 filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery case of the Pledged Securities required Mortgages to be executed and delivered on the Closing Date)) or in the recording office designated by the US Borrower or the Cayman Borrower, as security for the Obligationsapplicable, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b6.10(b)), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)constituting First Priority Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the certificated Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect to stock certificates representing such Material Deposit Accounts and Material Securities Accounts Pledged Stock are executed granting “control” (as defined in the UCC) of such accounts delivered to the Collateral Agent Agent, and (iii) in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form and other filings specified on Schedule 6.19 to the DII Credit Agreement 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 Collateral Agent) and in such other filings as are specified on Schedule 3 to schedule, the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties parties to the Guarantee and Collateral Agreement in such Mortgaged Property Collateral and the proceeds thereof, as security for the Obligations obligations of DII under the Guarantee Agreement and the obligations and liabilities of the Borrowers (as defined in the relevant Mortgage)DII Credit Agreement) under the DII Credit Agreement, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 or the Guarantee Agreement). (b) Each of the Security Documents (other encumbrances or rights than the Guarantee and Collateral Agreement) is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein and proceeds thereof. In the case of the collateral described in such Security Documents, when the appropriate actions are taken under relevant foreign laws (as specified in such Security Documents), such Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each of the relevant grantors parties thereto in such collateral and the proceeds thereof, as security for the obligations of the Borrower and the other Loan Parties hereunder and under the other Loan Documents, in each case prior and superior in right to any other Person (except Liens permitted by the relevant MortgageGuarantee Agreement).

Security Documents. (a) The Guarantee and 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 of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral)) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral AgentAgent (or its agent or bailee pursuant to the Intercreditor Agreement), (ii) the Material Deposit Accounts Intellectual Property registrations and Material Securities Accounts applications described in the Guarantee and Collateral Agreement, when control agreements applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are made with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) security interest of such accounts to the Collateral Agent Agent, and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and Collateral, deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accountsaccounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (as such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent (or its agent or bailee pursuant to the Intercreditor Agreement) shall have a fully perfected first 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 financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing DateSecurities), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Funding 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Administrative Agent and (iiiii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 respective jurisdictions of organization for the Borrower and each Subsidiary Guarantor (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Administrative Agent shall 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 in the respective jurisdictions of organization for the Borrower and each Subsidiary Guarantor and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, Agreement and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law7.3) to the extent required by the Guarantee and Collateral Agreement. (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Funding Parties a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the appropriate recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described and, in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting case of Pledged Stock that is a “controlsecurity” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, substantially in the form of such accounts Annex A to the Collateral Agent Guarantee and (iii) Security Agreement, has been delivered to the Administrative Agent, and in the case of any other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 3.21(a)-1 (which financing statements have been duly completed and executed (as applicable) and delivered to may be filed by the Collateral Administrative Agent) at any time and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Security Agreement are madehave been completed (all of which filings may be filed by the Administrative Agent) at any time, the Collateral Agent Guarantee and Security Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to the Guarantee proceeds and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date)products thereof, as security for the ObligationsObligations (as defined in the Guarantee and Security Agreement), 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 Securities, Liens permitted securities pledged by Section 7.3 any Loan Party) Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) Liens having priority by operation of lawwill remain on file after the 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 prior to the extent required Closing Date; and on or prior to the Closing Date, Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the Guarantee and Collateral Agreementrelevant secured party, in respect of each such UCC Financing Statement. (b) Upon The Mortgaged Properties constitute all of the execution Real Property owned by the Loan Parties. Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and delivery enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages are filed in the offices specified on Schedule 3.21(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.8(b5.10(a)), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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’ 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 described in the Guarantee and Collateral Agreement, when certificates representing such Pledged Stock are delivered to the Administrative Agent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (to the extent that a security interest in such other Collateral can be perfected by proceedings filing), when financing statements and other filings specified on Schedule 5.19(a) in equity or at law) and the implied covenants of good faith and fair dealing; and when such Mortgage is appropriate form are filed in the recording office designated offices specified on Schedule 5.19(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) (to the extent that a security interest in such other Collateral can be perfected by filing). (b) Each of the BorrowerMortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principals (whether such enforcement is sought in a proceeding at law or in equity), and when the Mortgages are filed in the offices specified on Schedule 5.19(b) and all applicable fees have been paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 except Liens permitted by Section 7.3 or other encumbrances or rights permitted 8.03). Schedule 1.01(b) lists each parcel of real property in the United States owned in fee simple by the relevant Mortgage)Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Amended and Restated Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and proceeds thereof, subject to 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 Collateral Agreement (the “Excluded Collateral”)following sentence. In the case of (i) the Pledged Securities Stock described in the Amended and Restated Guarantee and Collateral Agreement (other than Excluded Capital Stock) Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral described in the Amended and Restated Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed 5.19(a), the Amended and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Restated Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest inin (if and to the extent that a security interest may be so perfected under applicable laws by so filing at the offices specified on Schedule 5.19(a)), 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 filings 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)proceeds thereof, as security for the ObligationsObligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesCollateral, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement8.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices 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 such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted Person. Schedule 1.1(a) lists, as of the Original Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect to stock certificates representing such Material Deposit Accounts and Material Securities Accounts Pledged Stock are executed granting “control” (as defined in the UCC) of such accounts delivered to the Collateral Agent Agent, together with related stock powers executed in blank, and (iii) in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a) (which financing statements have been duly completed and, after the Closing Date, any additional filings required to be made by the Loan Documents are made and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are actions specified on Schedule 3 to 4.19 (a) are taken), the Lien created by the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrowers 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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated offices specified on Schedule 4.19(b) (and, after the Closing Date, any additional filings required to be made by the BorrowerLoan Documents are made), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrowers in such the Mortgaged Property 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 except Liens permitted by Section 7.3 or other encumbrances or rights permitted 7.3). Parts A and B of Schedule 1.1B list, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)any Borrower.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and proceeds thereof. In the case of the UCC Pledged Stock (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 defined in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(4) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (the “Excluded CollateralCertificated Securities”). In , when certificates representing such Pledged Stock are (or were) delivered to the Administrative Agent, and in the case of (i) the Pledged Securities described in the Guarantee and other Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when UCC-1 financing statements in appropriate form are (or were) filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall have (or, as of the date of such delivery or filing, has had) 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens expressly permitted to have priority by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Effective Date, none of the Guarantee and Collateral AgreementBorrower or any Subsidiary Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Effective Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective In order to create in favor secure the Obligations of the Issuer under the Indenture and the Notes, the Issuer and the Second Lien Collateral Agent for have entered, simultaneously with the benefit execution of the Secured PartiesIndenture, a legal, valid into the Security Agreement 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 Collateral Agreement (the “Excluded Collateral”)each other Security Document identified on Schedule A hereto. In the case of real property of the Issuer and Guarantors for which a mortgage has been delivered pursuant to the Credit Agreement, excluding any such property constituting Excluded Assets, the Issuer shall also have delivered the following (collectively, “Mortgage Deliverables”): (i) a loan policy of title insurance (or commitment to issue such a policy having the Pledged Securities effect of a loan policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable second priority mortgage or deed of trust lien on the fee or leasehold estate of the Mortgaged Property described therein, in an amount equal to the Guarantee and Collateral Agreement lesser of (other than Excluded Capital Stockx) when the fair market value of the real property subject to the Mortgage (the “Mortgaged Property”), (y) the amount of any stock certificates such policy or notes, as applicable, representing such Pledged Securities are policies delivered to the First Lien Collateral Agent, Agent in respect of such Mortgaged Property and (iiz) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest aggregate principal amount of the Loan Parties in such Collateral (including Notes and 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 filings 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)Second Lien Obligations, as security is customarily determined for the Obligationstransactions of a similar nature, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required paid for by the Guarantee and Collateral Agreement. (b) Upon Issuer or such Guarantor, issued by a nationally recognized title insurance company, insuring the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), Second Priority Lien on such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties Mortgaged Property as a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereoftherein, free of any other Liens except as enforceability may be limited Liens permitted by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement terms of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) the Indenture and the implied covenants applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies substantially similar to such title insurance policy or policies delivered to the First Lien Collateral Agent, (ii) with respect to each Mortgaged Property, any and all surveys delivered in connection with the Credit Agreement with copies delivered to the applicable title insurance company; it being acknowledged that neither the Trustee nor the Second Lien Collateral Agent shall have any obligation to review or otherwise rely on any such survey, (iii) an Opinion of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Counsel of the Loan Parties type specified in Section 4.20(a) with respect to any such Mortgaged Property, (iv) evidence of insurance required to be maintained pursuant to the Mortgages on such Mortgaged Property and the proceeds thereofIndenture, as security for and (v) with respect to such Mortgaged Property, flood hazard determination certificates and, if required, notices to the Obligations record owner of any improvements in a special flood hazard area, together with evidence of flood insurance coverage (as defined in to the relevant Mortgageextent required), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by . Notwithstanding the relevant Mortgage).foregoing,

Security Documents. (a) The Guarantee and 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 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are or have been delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are or have been executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are or have been filed in the offices specified on Schedule 4.17 to this Agreement (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are or have been made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral provisions of each Security Agreement is are effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties, Lenders a legal, valid and enforceable security interest in all right, title and interest of the Collateral Loan Party party thereto in the "Collateral" described therein therein. The provisions of the Borrower Pledge Agreement are effective to create in favor of the Agent for the ratable benefit of the Lenders a type in which a legal, valid and enforceable security interest can be created under Article 9 in all right, title and interest 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 Loan Party party thereto in the Guarantee and Collateral Agreement (the “Excluded "Pledged Collateral”). In the case of " described therein. (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when When financing statements in appropriate form are have been filed in the offices specified on in the jurisdictions listed in Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made7.16, the Collateral Agent Security Agreements shall have each constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in such Collateral (including any proceeds of any item of the "Collateral) (to the extent a security interest in such Collateral " described therein, which can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and such filing. (ii) Liens having priority by operation of lawWhen certificates representing the Pledged Stock (as defined in the Borrower Pledge Agreement) are delivered to the extent required Agent, together with stock powers endorsed in blank by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor a duly authorized officer of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds pledgors 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Borrower Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in such Mortgaged Property the Pledged Stock and the proceeds thereof, as security for the Obligations all "Proceeds" (as defined in the relevant Mortgage)Borrower Pledge Agreement) described therein. (iii) When the financing statements listed in Schedule II to the Borrower Pledge Agreement have been filed, the Borrower Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Borrower in each case prior the "Pledged LLC Interests" and superior "Proceeds" thereof described therein. (c) Neither the Borrower nor any Subsidiary owns any property, or has any interest in right any property, that is not subject to any other Person (a fully perfected first priority Lien on, or security interest in, such property in favor of the Agent, other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)any such property having an aggregate fair market value at any one time not exceeding $100,000.

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 Collateral Agent Agent, for the ratable benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” the Pledged Collateral (as defined in the UCCGuarantee and Collateral Agreement) of such accounts is delivered to the Collateral Agent and (iii) or its bailee pursuant to the other Collateral described in provisions of the ABL Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not shall constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Term Loan Agreement and the Noteholders as defined in the Senior Secured Notes Indenture whose relative rights in the Collateral are set forth in the ABL Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose respective relative rights in the Collateral are set forth in the applicable Intercreditor Agreement), and (including any proceeds of any item of Collateralii) (to the extent a security interest in such Collateral can be perfected through the filing of when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 in the Perfection Certificate, 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 filings specified on Schedule 3 Loan Parties party to the Guarantee and Collateral AgreementAgreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and through the delivery of the Pledged Securities required to be delivered on the Closing DateCopyrights described in Section 3.19(b), as security for the Obligations), in each case prior and superior in right to the Lien of any other Person person, other than (except (ix) the “Secured Parties” as defined in the case Term Loan Agreement and the Noteholders as defined in the Senior Secured Notes Indenture whose respective relative rights in the Collateral are set forth in the ABL Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral other than Pledged Securities, Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement and (y) with respect to Liens permitted by Section 7.3 and (ii) Liens having priority 6.02 that by operation of law) to law or contract have priority over the extent required by Liens securing the Guarantee and Collateral AgreementObligations. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor timely recordation of the Guarantee and Collateral Agent for Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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) Borrowers and the implied covenants of good faith Collateral Agent) with the United States Patent and fair dealing; Trademark Office and when such Mortgage is the United States Copyright Office, together with the financing statements in appropriate form filed in the recording office designated by offices specified in the BorrowerPerfection Certificate, such Mortgage the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property party to the Guarantee and the proceeds thereof, as security for the Obligations (as defined Collateral Agreement in the relevant Mortgage)Patents, Trademarks and Copyrights owned by and registered (or subject to an application for registration) in the name of the Loan Parties, and in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person other than the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the ABL Intercreditor Agreement and the holders of Permitted Pari Passu Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Trademarks and Patents, Trademark and Patent applications and registered Copyrights and Copyright Applications). (c) [Intentionally omitted]. (d) Each Security Document (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Guarantee and Collateral Agreement, any short-form security agreement referred to in clause (b) above and the Mortgages) that purports (i) to create a Lien on any Collateral, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Lien on the Collateral subject thereto, and (ii) to create a Guarantee of any of the Obligations, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Guarantee of the Obligations subject thereto.

Security Documents. (a) The Except as described in subsection 10.16, the Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in Stock and the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Pledged Debt Securities, when any stock certificates or notes, as applicable, representing such Pledged Stock or certificates representing such Pledged Debt Securities are delivered to the Collateral Administrative Agent, (ii) or when financing statements in appropriate form are filed in the Material Deposit Accounts offices specified on Schedule 4.19(a), and Material Securities Accounts in the case of the other collateral described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 4.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 collateral and the filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (subject, except (i) in the case of Collateral other than such Pledged Stock and the Pledged Debt Securities, to Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreementsubsection 7.3. (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b) in accordance with subsection 10.17, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Person, subject to Liens permitted by Section subsection 7.3 or (other encumbrances or rights permitted by than, with respect to Mortgaged Properties as of the relevant MortgageClosing Date, subsections 7.3(g) and (q)).

Security Documents. the Guaranty Agreement, the Mortgages, the Stock Pledge Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment and all other instruments and agreements now or at any time hereafter securing the whole or any part of the Obligations, all as amended, renewed, modified, extended or restated from time to time. Security Entitlement - has the meaning assigned thereto under the UCC. Senior Subordinated Notes - means up to $200,000,000 in the aggregate of 1997 Indenture Senior Subordinated Notes and 2001 Senior Subordinated Notes at any time outstanding; provided, however, that the aggregate amount of 2001 Senior Subordinated Notes at any time outstanding shall not exceed $50,000,000. Software - has the meaning assigned thereto in the UCC Revisions. Solvent - as to any Person, such Person (a) The Guarantee owns Property whose fair salable value is greater than the amount required to pay all of such Person's Indebtedness (including contingent debts), (b) is able to pay all of its Indebtedness as such Indebtedness matures, and Collateral (c) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage. Stock Pledge Agreement is effective to create - means collectively, (a) that certain Second Amended and Restated Stock Pledge Agreement, dated as of the date hereof, executed by Parent in favor of the Collateral Agent by which Parent granted to Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable first priority security interest in all of the issued and outstanding shares of capital stock of MMI, and (b) that certain Stock Pledge Agreement, dated as of the date hereof, executed by MMI in favor of Collateral described therein Agent by which MMI granted to Collateral Agent, for the benefit of Lenders, a type first priority security interest in all of the issued and outstanding shares of capital stock of Management, as the same may have been or may be amended, supplemented or otherwise modified from time to time. Subordinated Debt - Indebtedness of Borrower that is expressly subordinated to the Obligations, including, without limitation, the Indebtedness evidenced by the Senior Subordinated Notes. Subsidiary - any corporation or duly organized entity of which a Person owns, directly or indirectly through one or more intermediaries, more than 50% of the Voting Stock or partnership interest at the time of determination. Successor Collateral Agent - as defined in Section 13.7 of this Agreement. Successor Lender - as defined in Section 13.7 of this Agreement. Supporting Obligation - has the meaning assigned thereto under the UCC Revisions. Total Commitment Percentage - with respect to each Lender, the percentage set forth opposite the signature of such Lender on the signature pages hereof. Total Funded Indebtedness - means Indebtedness consisting of term debt, Revolving Credit Loans, Subordinated Debt and Capitalized Lease Obligations. Trademark Assignment - collectively, that certain Trademark Security Agreement dated August 20, 1992, executed by MMI, and any subsequent Trademark Security Agreements, executed by MMI, Partnership or any other Borrower, in each instance in favor of Collateral Agent, for the benefit of Lenders, and by which such Borrower assigned to Collateral Agent, for the benefit of Lenders, and granted to Collateral Agent, for the benefit of Lenders, 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien all of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all 's right, title and interest in and to all of its trademarks, as any of the same may have been or may be amended, supplemented or otherwise modified from time to time. Transaction - collectively, the funding of the Loans, the grant of Liens to Lenders pursuant to the Loan Parties in such Mortgaged Property Documents, the issuance of the Notes, the issuance of the Letters of Credit, and the proceeds thereofpayment of all fees, as security for costs and expenses associated with the Obligations (foregoing. Transamerica - as defined in the relevant Mortgage)preamble to this Agreement. UCC - the Uniform Commercial Code as in effect in the State of Texas on the date of this Agreement, in each case prior as the UCC may be amended or otherwise modified, including by the UCC Revisions. UCC Revisions - the revisions to Article 9 and superior in right other Articles of the Uniform Commercial Code, as adopted by the State of Texas, effective July 1, 2001. Uncertificated Security - has the meaning assigned thereto under the UCC. Unfinanced Capital Expenditures - Capital Expenditures (including payments on Capitalized Lease Obligations) by Borrower to any other Person the extent not financed pursuant to Funded Indebtedness of Borrower (other than Liens permitted by Section 7.3 the Loans). Voting Stock - Securities of any class or other encumbrances classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or rights permitted by the relevant MortgagePersons performing similar functions).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)products thereof and, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 3.21(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral may be filed by Agent) at any time and such other filings as are specified on Schedule 3 1 to the Guarantee and Collateral Security Agreement are madehave been completed (all of which filings may be filed by Agent) at any time, the Collateral Agent Guarantee and Security Agreement shall have constitute a fully perfected first priority 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 (including as defined in the Guarantee and Security Agreement), in each case prior and superior in right to any other Person (except Permitted Liens). (b) Each of the Mortgages is effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds of any item of Collateral) (to and products thereof; and when the extent a security interest in such Collateral can be perfected through the filing of financing statements Mortgages are filed in the offices specified on Schedule 4.17 and 3.21(b) (in the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery case of the Pledged Securities required Mortgages to be executed and delivered on the Closing Date), as security for ) or in the Obligations, in each case prior in right to the Lien of any other Person recording office designated by Borrower (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b5.11(b)), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant MortgageMortgage or this Credit Agreement).

Security Documents. (a) The Guarantee Security Agreement and Collateral the Pledge Agreement is are each effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Pledge Agreement (other than Excluded Capital Stock) when any stock certificates or notesthe Security Agreement, as applicable, when stock certificates representing such Pledged Securities Stock are delivered to the Collateral AgentAgent (together with a properly completed and signed stock power or endorsement), (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Pledge Agreement or Security Agreement, when control agreements with respect to as applicable, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings, the Borrower or the Tax Equity HoldCos, as applicable, in such Material Deposit Accounts Pledged Stock and Material Securities Accounts are executed granting “control” the proceeds thereof, as security for the Secured Obligations (as defined in the UCC) Pledge Agreement or Security Agreement, as applicable), and in the case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Security Agreement, when financing statements and other filings specified on Schedule 4.28(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed 4.28(a), and executed (as applicable) and delivered with respect to other property that can be perfected by control, upon execution of the Collateral Agent) and such other filings as are specified on Schedule 3 to Depositary Agreement by each of the Guarantee and Collateral Agreement are madeparties thereto, the Collateral Agent Security Agreement and the Pledge Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower, Holdings or Tax Equity HoldCos 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 filings 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)proceeds thereof, as security for the ObligationsSecured Obligations (as defined in the Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Permitted Liens permitted by Section 7.3 and (ii) that pursuant to any applicable Governmental Rule are entitled to a higher priority than the Liens having priority by operation of law) to the extent required created by the Guarantee and Collateral AgreementSecurity Documents). (b) Upon the execution and delivery of any Each Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged 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 such each Mortgage is filed in the recording office designated by the Borrowerspecified on Schedule 4.28(b), such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower or applicable Project Company in such the Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (Person, other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)arising under Permitted Liens.

Security Documents. (a) The Each of the Guarantee and Collateral Security Agreement and the Parent Guarantee and Security Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities Capital Stock described in the Guarantee and Collateral Security Agreement (other than Excluded Capital Stock) or and the Parent Guarantee and Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities Capital Stock are delivered to the Collateral AgentAgent and, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting case of Pledged Capital Stock that is a “controlsecurity” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of such accounts Annex A to the Collateral Agent Guarantee and (iii) Security Agreement and the Parent Guarantee and Security Agreement, has been delivered to Agent, and in the case of any other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 3.21-1 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral may be filed by Agent) at any time and such other filings as are specified on Schedule 3 2 to the Guarantee and Collateral Security Agreement are madehave been completed (all of which filings may be filed by Agent) at any time, the Collateral Agent Guarantee and Security Agreement and the Parent Guarantee and Security Agreement shall have constitute a fully perfected first priority valid 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Security Agreement and the Parent Guarantee and Security Agreement), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 except Permitted Liens). Schedule 3.21-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or other encumbrances prior to the Closing Date; and on or rights permitted prior to the Closing Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant Mortgage)secured party, in respect of each such UCC Financing Statement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 5.19(a) 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 Collateral Agent) and such other filings as are specified on Schedule 3 to 5.19(a), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (including any proceeds of any item of Collateralas defined in the Guarantee and Collateral Agreement) (to the extent a security interest in such that the aforementioned Lien on the Collateral can be perfected through the filing of UCC financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and or through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the ObligationsStock and Pledged Notes, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock and Pledged Notes, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement8.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by the Borroweroffices 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 Credit Parties in such the Mortgaged Property 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 Liens except as permitted by Section 7.3 or other encumbrances or rights permitted by the relevant such Mortgage). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by Hanover or any of its Subsidiaries that has a value, in the reasonable opinion of HCLP, in excess of $1,000,000 provided that no Mortgage will be taken on each of (i) the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ property or (ii) the ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Houston, Texas property, unless such property is not disposed of within one year of the Closing Date.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesLenders holding Secured Loans, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can and proceeds thereof, except as enforceability may be created under Article 9 of limited by 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 Collateral Agreement (the “Excluded Collateral”)Enforcement Qualifications. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee Security Agreement, to the extent such perfection is required thereunder, and Collateral Agreement (other than Excluded Collateral subject to the limitations and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)exceptions contained therein, when financing statements and other filings required to be made thereunder in appropriate form are filed in the appropriate offices specified on Schedule 4.17 (which financing statements and the other actions required to be taken thereunder have been duly completed and executed (as applicable) and delivered occurred, the Lien granted pursuant to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Security Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the ObligationsSecured Obligations (as defined in the Security Agreement) under the Secured Loans, 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 Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement6.2). (b) Upon the execution and delivery of any Each Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties Lenders holding Secured Loans, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcythe Enforcement Qualifications, 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 such Mortgage is filed in the recording office designated by the Borrowerappropriate 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 (as defined in such Mortgaged Property Mortgage) and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)) under the Secured Loans, in each case prior and superior in right to any other Person (except exceptions permitted by the Required Lenders in the Title Policies and other than Liens permitted by Section 7.3 or other encumbrances or rights permitted 6.2). Schedule 1.1B lists, as of the Closing Date, each parcel of real property owned in fee by the relevant Loan Parties and any of their U.S. Subsidiaries and each leasehold, subleasehold, easement and other real property interest in Material Leased Properties (in each case, other than the Northern Pipeline, the Northern Pipeline Real Property Interests, the Southern Pipeline, or the Southern Pipeline Real Property Interests). All of the properties listed on Schedule 1.1B as of the Closing Date shall be subject to a Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) , when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 executed (as applicable) and delivered to may be filed by the Collateral AgentAdministrative Agent at any time) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeduly made in appropriate form (all of which filings may be filed by the Administrative Agent at any time), the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property the Collateral set forth in the filings 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 Permitted Liens). Schedule 4.19(a)-2 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will remain on file after the 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 of record within 30 days after the Closing Date. The Borrowers will update Schedules 4.19(a)-2 and 4.19(a)-3 within 30 days of the Closing Date to reflect the results of additional lien searches conducted by the Borrowers; provided, that such updated schedules are reasonably satisfactory to the Administrative Agent. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the Mortgaged Properties described, and as defined, therein and proceeds and products thereof, and when the Mortgages are timely and properly filed in the appropriate offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all of the 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 other than Liens permitted Mount Lake 9B property owned by Section 7.3 or other encumbrances or rights permitted General American Theatres. (c) The 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 proper and timely filing of (i) the 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 relevant MortgageAdministrative Agent at any time) the 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 Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Collateral Administrative Agent for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable lien or security interest in all right, title and interest of the Credit Party which is a party thereto 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 Collateral Agreement (the “Excluded Collateral”). In the case of therein. (i) the Pledged Securities described When UCC financing statements, assignment and/or amendments have been filed in the Guarantee offices in the jurisdictions listed in SCHEDULE 3 of the Collateral Disclosure List, the Borrower Security Agreement and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or noteseach Subsidiary Security Agreement, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not shall constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien lien on, and security interest in, all right, title and interest of the Loan Parties applicable Credit Party in such the Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral described therein, which can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and such filing. (ii) Liens having priority by operation of lawWhen certificates representing the Pledged Stock (as such term is defined in the Borrower Pledge Agreement) are delivered to the extent required Administrative Agent, together with stock powers endorsed in blank by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery a duly authorized officer of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage the Borrower Pledge Agreement shall constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of Borrower in the Loan Parties in such Mortgaged Property and Collateral described therein. (iii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as such term is defined in the relevant SSH Pledge Agreement) are delivered to the Administrative Agent, together with stock powers endorsed in blank by a duly authorized officer of SSH, the SSH Pledge Agreement shall constitute a fully perfected first lien on, and security interest in, all right, title and interest of SSH in the Collateral described therein. (iv) When certificates representing the Pledged Stock (as such term is defined in the Alarmguard Holdings Pledge Agreement) are delivered to the Administrative Agent, together with stock powers endorsed in blank by a duly authorized officer of Alarmguard Holdings, the Alarmguard Holdings Pledge Agreement shall constitute a fully perfected first lien on, and security interest in, all right, title and interest of Alarmguard Holdings in the Collateral described therein. (v) When the Leasehold Mortgage), or assignments and amendments thereto, have been filed in the offices and jurisdictions listed in SCHEDULE 2 of the Collateral Disclosure List, each case prior Leasehold Mortgage shall constitute a fully perfected first lien on all right, title and superior interest of Borrower in right the Collateral described therein. (c) Borrower does not own any properties or assets, or have any interest in any properties or assets, that is not subject to any other Person (a fully perfected first priority lien on, or security interest in, such properties or assets in favor of the Administrative Agent, other than Liens permitted by Section 7.3 properties or other encumbrances or rights permitted by the relevant Mortgage)assets having an aggregate fair market value at any one time not exceeding $50,000.00.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with respect to such Material Deposit Accounts a properly completed and Material Securities Accounts are executed granting “control” (as defined signed stock power or endorsement), and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement in appropriate form are madefiled in the offices specified therein and other actions to be taken as specified therein are taken, the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcyand when the Mortgages are filed in the offices specified on Schedule 4.20 (or, insolvencyin the case of any Mortgage executed and delivered after the Closing Date in accordance with the provisions of Section 6.9 or Section 6.10), 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 such Mortgage is filed in the recording office designated by offices specified in the Borrowerlocal counsel opinion delivered with respect thereto in accordance with the provisions of Section 6.9 or Section 6.10), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property Properties constituting real 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant MortgageCustomary Permitted Liens). (c) The Designated Closing Properties and the Remaining Closing Properties constitute substantially all fee-owned real properties owned by, all material leased real properties leased by, and all material easements and rights-of-way owned by, the Group Members as of the Closing Date.

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is effective to create create, in favor of the Collateral Administrative Agent for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (Equity Interests represented by stock or other than Excluded Capital Stock) when any stock certificates or notescertificates, as applicable, of the date when such stock or other certificates representing such Pledged Securities are Equity Interests were delivered to the Collateral Administrative Agent, and (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee Guaranty and Collateral Agreement (other than Excluded Collateral that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)each Guarantor, as of the date when financing statements in appropriate form are were filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed 4.19(a), the Lien and executed (as applicable) and delivered security interest granted pursuant to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee Guaranty and Collateral Agreement are madeconstituted, the Collateral Agent shall have and such Lien and security interest continue to constitute, a fully fully-perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (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 as defined in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee Guaranty and Collateral Agreement), in each case prior and through the delivery superior in right to any other Lien (except Permitted Liens). (b) As of the Pledged Securities required to be delivered on the Closing Date), Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets owned in fee by Borrower or any Restricted Subsidiary that are encumbered by an Existing Mortgage. As of the Closing Date, each of the Existing Mortgages relating to Real Estate Assets owned in fee by Borrower or any Restricted Subsidiary is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the Mortgaged Properties described therein. Each Existing Mortgage shall constitute a fully-perfected Lien on, and security interest in, the Mortgaged Property described therein, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral Person, other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral AgreementPermitted Liens. (bc) Upon the execution The Guaranty and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Collateral Agreement is effective to create create, in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Parties, a legal, valid valid, binding and enforceable Lien on security interest in the Mortgaged Collateral consisting of Intellectual Property described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium . As of the date of the filing or similar laws affecting recording of the enforcement of creditors’ rights generally Guaranty and by general equitable principles Collateral Agreement (whether enforcement is sought by proceedings or a short form thereof in equity or at lawform and substance reasonably satisfactory to Administrative Agent) and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by offices described in the BorrowerGuaranty and Collateral Agreement (or such short form thereof), the Guaranty and Collateral Agreement (and each such Mortgage shall constitute short form thereof) constituted, and such Lien and security interest continues to constitute, a fully fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Loan Parties in such Mortgaged Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuaranty and Collateral Agreement), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgageexcept Permitted Liens). (d) The Guaranty and Pledge Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien and security interest in all of the Capital Stock of Borrower, and as of the date of the delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and security interest constituted, and such Lien and security interest continues to constitute, a perfected Lien, superior in right to and free and clear of any other Lien.

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Collateral Agent General Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect any stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the General Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 8.19(a)-1 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral General Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made(all of which filings have been duly completed), the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 11.3). Schedule 8.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 8.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or other encumbrances prior to the Closing Date; and on or rights permitted prior to the Closing Date, the U.S. Borrower will have delivered to the General Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant Mortgagesecured party, in respect of each UCC Financing Statement listed in Schedule 8.19 (a) 3. (b) Each Canadian Security Document is effective to create in favor of the General Administrative Agent, for the benefit of the Canadian Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Canadian Security Documents, when any stock certificates representing such Pledged Stock are delivered to the General Administrative Agent, and in the case of the other Collateral described in the Canadian Security Documents, when financing statements or other registrations specified in Schedule 8.19(b)-1 are registered in the offices specified therein, the Canadian Security Documents 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 Canadian Borrower Obligations in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 11.3). Schedule 8.19(b)-2 lists each registered financing statement or other registration made under the Personal Property Security Act (Ontario) ("PPSA") and similar legislation in ---- effect in each of the other provinces of Canada and under The Bank Act (Canada) that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 8.19(b)-3 lists each registered financing statement or other registration made under the PPSA and similar legislation in effect in each of the other provinces of Canada and under The Bank Act (Canada) that (i) names any Loan Party as debtor and (ii) will be discharged on or prior to the Closing Date; and on or prior to the Closing Date, the Canadian Borrower will have delivered to the Canadian Administrative Agent, or caused to be filed, duly completed financing change statements, designated as discharges or other releases and discharges in form satisfactory to the Canadian Administrative Agent signed by the relevant secured party, in respect of each registered financing statement listed in Schedule 8.19(b)-3.

Security Documents. (a) i. The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Stock described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), as applicable, when certificates representing such Pledged Securities Stock are delivered to the Collateral Administrative Agent, (ii) and in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, sf-5537426 Liens permitted by Section 7.3 and (ii) Liens having priority by operation 7.3). As of law) to the extent required by Closing Date, none of the Guarantee and Collateral AgreementCapital Stock of any Group Members that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Upon ii. Each of the execution and delivery of any Mortgage to be executed and Mortgages delivered pursuant to Section 6.8(b)after the Closing Date will be, such Mortgage shall be upon execution, effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Person.

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 Collateral Agent Agent, for the ratable benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” the Pledged Collateral (as defined in the UCCGuarantee and Collateral Agreement) of such accounts is delivered to the Collateral Agent and (iii) or its bailee pursuant to the other Collateral described in provisions of the Term Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not shall constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement), and (including any proceeds of any item of Collateralii) (to the extent a security interest in such Collateral can be perfected through the filing of when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 in the Perfection Certificate, 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 filings specified on Schedule 3 Loan Parties party to the Guarantee and Collateral AgreementAgreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and Copyrights described in Section 3.19(b)), in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement and (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing the Obligations. (b) Upon the timely recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrowers and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and through the delivery security interest in, all right, title and interest of the Pledged Securities required Loan Parties party to the Guarantee and Collateral Agreement in the Patents, Trademarks and Copyrights owned by and registered (or subject to an application for registration) in the name of the Loan Parties, and in which a security interest may be delivered on perfected by filing in the Closing Date), as security for the ObligationsUnited States and its territories and possessions, in each case prior in right to the Lien of any other Person (except (i) person other than the “Secured Parties” as defined in the case Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Collateral other than Pledged SecuritiesLiens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Trademarks and Patents, Liens permitted by Section 7.3 Trademark and (ii) Liens having priority by operation of law) to the extent required by the Guarantee Patent applications and Collateral Agreementregistered Copyrights and Copyright Applications). (bc) Upon the due execution and delivery of any the Mortgage to be executed and delivered pursuant to Section 6.8(b)Amendments, such Mortgage shall be the Mortgages are effective to create in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property described therein thereunder and the 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 such the Mortgages (or Mortgage is Amendments) are recorded or filed in the recording office designated by offices specified on Schedule 3.19(c), the Borrower, such Mortgage Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person person, other than (x) the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and (y) with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing the Obligations. (d) Each Security Document (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)Guarantee and Collateral Agreement, any short-form security agreement referred to in clause (b) above and the Mortgages) that purports (i) to create a Lien on any Collateral, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Lien on the Collateral subject thereto and (ii) to create a Guarantee of any of the Obligations, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Guarantee of the Obligations subject thereto.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with respect to such Material Deposit Accounts a properly completed and Material Securities Accounts are executed granting “control” (as defined signed stock power or endorsement), and in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement in appropriate form are madefiled in the offices specified therein and other actions to be taken as specified therein are taken, the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcyand when the Mortgages are filed in the offices specified on Schedule 4.20 (or, insolvencyin the case of any Mortgage executed and delivered after the Closing Date in accordance with the provisions of Section 6.9), 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 such Mortgage is filed in the recording office designated by offices specified in the Borrowerlocal counsel opinion delivered with respect thereto in accordance with the provisions of Section 6.9), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property Properties constituting real 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 (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant MortgageCustomary Permitted Liens). (c) The Closing Date Properties constitute substantially all fee-owned real properties owned by, all material leased real properties leased by, and all material easements and rights-of-way owned by, the Group Members as of the Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is ------------------ effective to create in favor of the Collateral Agent General Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect any stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the General Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 8.19(a)-1 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral General Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made(all of which filings have been duly completed), the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 11.3). Schedule 8.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Restatement Effective Date. Schedule 8.19 (a) 3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or other encumbrances prior to the Restatement Effective Date; and on or rights permitted prior to the Original Closing Date, the U.S. Borrower will have delivered to the General Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant Mortgagesecured party, in respect of each UCC Financing Statement listed in Schedule 8.19 (a) 3. (b) Each Canadian Security Document is effective to create in favor of the General Administrative Agent, for the benefit of the Canadian Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Canadian Security Documents, when any stock certificates representing such Pledged Stock are delivered to the General Administrative Agent, and in the case of the other Collateral described in the Canadian Security Documents, when financing statements or other registrations specified in Schedule 8.19(b)-1 are registered in the offices specified therein, the Canadian Security Documents 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 Canadian Borrower Obligations in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 11.3). Schedule 8.19(b)-2 lists each registered financing statement or other registration made under the Personal Property Security Act (Ontario) ("PPSA") and similar legislation in effect in ---- each of the other provinces of Canada and under The Bank Act (Canada) that (i) names any Loan Party as debtor and (ii) will remain on file after the Restatement Effective Date. Schedule 8.19(b)-3 lists each registered financing statement or other registration made under the PPSA and similar legislation in effect in each of the other provinces of Canada and under The Bank Act (Canada) that (i) names any Loan Party as debtor and (ii) will be discharged on or prior to the Original Closing Date; and on or prior to the Restatement Effective Date, the Canadian Borrower will have delivered to the Canadian Administrative Agent, or caused to be filed, duly completed financing change statements, designated as discharges or other releases and discharges in form satisfactory to the Canadian Administrative Agent signed by the relevant secured party, in respect of each registered financing statement listed in Schedule 8.19(b)-3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally. In the case of the Pledged Stock described in the Guarantee and by general equitable principles (whether enforcement is sought by proceedings Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in equity or at law) the case of the other Collateral described in the Guarantee and Collateral Agreement, to the implied covenants of good faith extent provided therein, when financing statements, other filings specified on Schedule 4 to the Guarantee and fair dealing; and when such Mortgage is Collateral Agreement in appropriate form are filed in the recording office designated by offices specified on Schedule 4 to the BorrowerGuarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, such Mortgage the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case with the Required Priority. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior with the Required Priority. Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property located in the United States and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted held by the relevant MortgageBorrower or any of its Subsidiaries that has a value, in the opinion of the Borrower, in excess of $3,000,000. (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 and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, 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 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the extent provided in the Guarantee and Collateral Agreement) a fully perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case with the Required Priority.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein of a type in which a security interest can be created under Article 9 of the UCC (including any and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee Stock and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Notes described in the Guarantee and Collateral Agreement, when control agreements with respect any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 6.19(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent), when or such offices applicable to any change in the jurisdiction of organization of any Loan Party made in compliance with Section 5.3(a) of the Guarantee and Collateral Agreement, when deposit account control agreements have been executed by the Administrative Agent) , the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeAgreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto or as contemplated by the Guarantee and Collateral Agent Agreement), the Guarantee and Collateral Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings 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)proceeds thereof, as security for the 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 SecuritiesStock, Permitted Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens having priority by operation that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of law) Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create Agreement in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property Collateral and the proceeds thereof, thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 subject to Permitted Liens); provided, however, that additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a)-3 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or other encumbrances prior to the Closing Date; and on or rights permitted 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 Mortgage).secured party, in respect of each UCC Financing Statement listed in Schedule 6.19

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Administrative Agent) and such other filings as are specified on Schedule 3 to ), the Guarantee and Collateral Agreement are made, the Collateral Agent shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property Borrowing Base 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 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 such Mortgage is the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property the Borrowing Base 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1A lists, as of the Closing Date, each parcel of owned Real Property and each leasehold interest in Real Property located in the United States and held by the Borrower or any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) , when any stock certificates or notes, as applicable, representing such Pledged Securities Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made4.19(a), the Collateral Administrative Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case to the extent security interests in such Collateral can be perfected by delivery of such Pledged Stock or the filing of financing statements (and without, for the avoidance of doubt, perfection requirements with respect to Deposit Accounts or Securities Accounts), as applicable, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Schedule 1.1B lists, as of the Fifth Restatement Effective Date, each parcel of owned real property located in the United States and held by the Parent Borrower or any of its Restricted Subsidiaries that is a U.S. Loan Party that has an assessed taxable value in excess of $10,000,000. (c) Each of the Mortgages, as amended by the applicable Mortgage Amendment (if any), from and after the execution, delivery and, if applicable, appropriate filing thereof, will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Property Properties described therein and proceeds thereof, and when the applicable Mortgage (or in respect of any Mortgage in existence as of the Fifth Restatement Effective Date, the applicable Mortgage Amendment) is filed in the applicable office specified on Schedule 4.19(b), each such Mortgage shall constitute (or continue to constitute, as applicable) a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. 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 of first priority, subject only to any other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)7.3.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create or record in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities Capital Stock described in the Guarantee and Collateral Security Agreement (other than Excluded Capital Stock) when any that are securities represented by stock certificates or notesotherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction, as applicable, when certificates representing such Pledged Securities Capital Stock are delivered to the Collateral Administrative Agent, and (ii) in the Material Deposit Accounts and Material Securities Accounts case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings, agreements and actions specified on Schedule 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (3.15(a), as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madecase may be, the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, shall 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 filings 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)proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Securitiesas set forth on Schedule 3.15(a), Liens permitted by Section 7.3 and as of the Closing Date, none of the Capital Stock of the Borrower or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (ii) Liens having priority by operation of law) to as defined in the extent required by the Guarantee and Collateral Security Agreement). (b) Upon Each of the Mortgages delivered on or after the Closing Date is, or upon execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b)recording will be, such Mortgage shall be effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage)any Loan Party.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 and 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 Collateral Agreement (the “Excluded Collateral”)products thereof. In the case of (i) the Pledged Securities described in Stock, as of the Guarantee and Collateral Agreement (other than Excluded Capital Stock) date when any stock certificates or notes, as applicable, representing such Pledged Securities are Stock were delivered to the Collateral Administrative Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)which is subject to perfection by the filing of financing statements, as of the date when financing statements in appropriate form are were filed in the offices specified on Schedule 4.17 4.19 (which financing statements have been duly completed a) 1 the Lien and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 security interest granted pursuant to the Guarantee and Collateral Agreement are madeconstituted, the Collateral Agent shall have a fully perfected first priority and such Lien on, and security interest incontinue to constitute, 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property the Collateral set forth in the filings 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 Permitted Liens). As of the Restatement Effective Date, Schedule 4.19 (a) 2 lists each UCC financing statement (other than UCC financing statements for the benefit of the Secured Parties) that (i) names any Loan Party as debtor and (ii) will remain on file after the Restatement Effective Date. Schedule 4.19 (a) 3 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will be terminated of record on the Restatement Effective Date. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the Mortgaged Properties described therein, and as of the date when each Mortgage was or is timely and properly filed in the appropriate offices specified on Schedule 4.19 (b) (or, in the case of any Mortgages entered into after the Restatement Effective Date, at the appropriate offices in respect of such Mortgages), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all of the Mortgaged Properties, as security for the Obligations, in each case prior and superior in right to any other Person other than (i) Mount Lake 9B property owned by General American Theatres, (ii) Permitted Liens permitted by Section 7.3 or other encumbrances or rights permitted and (iii) exceptions disclosed in the title policies issued in favor of the Secured Parties; it being understood, however, with respect to any Mortgaged Property located in New York the Mortgage of which existed prior to the Second Restatement Effective Date, the foregoing statement is subject to the determination made by the relevant MortgageAdministrative Agent and Syndication Agent pursuant to Section 6.13. (c) The 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. The Intellectual Property Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens).

Security Documents. The Guaranty and Pledge Agreement (aas amended or supplemented form time to time) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesHolders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) Collateral, when any stock certificates or notes, as applicable, representing such Pledged Securities Collateral are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described or, in the Guarantee case of Pledged Uncertificated Stock (as defined in the Guaranty and Collateral Pledge Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting ) consisting of “controlsecurities” (as defined in the UCC) of such accounts ), when financing statements in appropriate form are filed in the appropriate filing offices specified in Schedule 4.07 or a securities control agreement in form and substance reasonably acceptable to the Collateral Agent is entered into by the applicable issuer of such Pledged Uncertificated Stock and the Collateral Agent (iii) a “Securities Control Agreement”), and in the case of the other Collateral described in the Guarantee Guaranty and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 4.07 or any supplement thereto (which financing statements have been duly completed and executed (as applicable) and executed, delivered to and authorized to be filed by the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made), the Collateral Agent shall have a fully perfected first priority Lien on, Guaranty 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Note Parties in such Mortgaged Property Collateral and the proceeds thereofthereof identified in the Guaranty and Pledge Agreement or any supplement thereto, as applicable, as security for the Obligations (as defined in the relevant MortgageGuaranty and Pledge Agreement), in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person (other than except Liens permitted by Section 7.3 or other encumbrances or rights permitted by 6.02). Schedule 4.07 lists each UCC Financing Statement that (i) names any Subsidiary of the relevant Mortgage)Parent as debtor and (ii) will remain on file after the Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect any stock certificates representing such Pledged Stock are delivered to such Material Deposit Accounts the Administrative Agent, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 4.20(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madehave been completed (all of which filings have been duly completed), the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such other than Liens on Collateral can that cannot be perfected through under the Uniform Commercial Code by filing of financing statements in the offices specified on Schedule 4.17 and the filings or as otherwise 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)proceeds thereof, as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement7.3). (b) Upon Each of the execution Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and delivery enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in the offices specified on Schedule 4.20(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.8(b6.10(b)), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 such Mortgage is filed in the recording office designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant MortgageMortgage or otherwise permitted by Sections 7.3(a) through (e) or Section 7.3(r) (to the extent that such Liens (i) are incurred in the ordinary course of business, (ii) are not substantial in amount and (iii) do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries)). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 generally) security interest in the Collateral described therein and by general equitable principles (whether enforcement is sought by proceedings proceeds thereof. In the case of the Pledged Stock described in equity the Guarantee and Collateral Agreement, when the Administrative Agent obtains control of stock certificates representing such Pledged Stock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or at law) and the implied covenants of good faith and fair dealing; and when such Mortgage is have been filed in the recording office designated offices specified on Schedule 4.19(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 to the extent a security interest can be perfected by filings or other action required thereunder as security for the BorrowerObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock with respect to which the Administrative Agent has control, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are or have been filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property 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 Liens permitted by Section 7.3 or other encumbrances or rights permitted Person. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the relevant Mortgage)Borrower or any of its Subsidiaries (i) having a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 or (ii) in which the mortgage, deed of trust or security interest has previously been granted to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements stock certificates representing such Pledged Stock are delivered to the First Lien Collateral Agent, together with respect to such Material Deposit Accounts related stock powers executed in blank, and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 3.19 (a) in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a) (which financing statements have been duly completed and, after the Closing Date, any additional filings required to be made by the Loan Documents are made and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are actions specified on Schedule 3 to the Guarantee and Collateral Agreement 3.19(a) are madetaken), the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required created by the Guarantee and Collateral Agreement. (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Administrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated offices specified on Schedule 3.19(b) (and, after the Closing Date, any additional filings required to be made by the BorrowerLoan Documents are made), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Restricted Group Members in such the Mortgaged Property 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 except as provided in the Intercreditor Agreement and except Liens permitted by Section 7.3 or other encumbrances or rights permitted 6.3). Parts A and B of Schedule 1.1B list, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)any Restricted Group Member.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements 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 Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall 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 filings 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, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereoftherein, 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). Subject to the terms of Section 5.10(d), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the implied covenants meaning of good faith the UCC) are delivered to the Administrative Agent, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent of such Collateral, and fair dealing(iii) the other personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are specified by the Guarantee and Collateral Agreement have been completed, 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, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior to the Liens of any other Person (except Permitted Liens). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein; and when such Mortgage is the Mortgages are filed or recorded in the recording office offices designated by the Borrower, such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Mortgaged Property and the proceeds thereofProperties described therein, 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 Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant MortgageMortgage or the Loan Documents).

Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type and proceeds thereof, 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 Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when enforceability, subject to Contractual Encumbrances. When any stock certificates certificated securities or notes, as applicable, promissory notes representing such Pledged Securities Collateral are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) case of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Pledge Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts (and Material Securities Accountscash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 6.29 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made), the Collateral Agent Lien created by the Pledge Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof as security for the Secured Obligations, in each case that is prior and superior in right to any other Person. When executed and delivered by the parties thereto, the Account Control Agreements are effective to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Lien, and to establish “control” (including any proceeds as such term is used in Article 9 of any item the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of Collateralthe UCC) (over, the securities entitlement(s) described therein, as the case may be. Each of the Mortgages is effective to create in favor of the extent Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on, and security interest in such Collateral can be perfected through in, the filing Mortgaged Properties described therein and proceeds thereof subject only to Permitted Encumbrances, and each of financing statements the Mortgages when executed and delivered and when filed in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement6.29 shall constitute, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) or in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged 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 7.14 when such Mortgage is filed in the recording office designated by the Borrower, each such Mortgage shall constitute constitute, a fully perfected legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Loan Borrower Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Encumbrances). (2) No Mortgage encumbers improved Real Property which is located in a Special Flood Hazard Area (except any Mortgaged Properties as to which Flood Insurance (as required by Regulation H) has been obtained and is in full force and effect as required by this Agreement). (3) As of the Closing Date, the Macerich Entities (i) have provided Mortgages on all of their Unencumbered Properties (other than Liens permitted (x) Raw Land and/or Non-Income Producing Properties, (y) the Specified Unencumbered Property Assets and (z) those Unencumbered Properties identified on Schedule 7.17) and (ii) have pledged under the Pledge Agreement all of the Capital Stock of the Macerich Entities (other than any Capital Stock identified on Schedule 6.29 or Schedule 7.17) that is not prohibited from being pledged to secure the Secured Obligations by Section 7.3 any joint venture agreement, ground lease, or other encumbrances or rights permitted by financing arrangements applicable to the relevant Mortgage)Macerich Entities. As of the Closing Date, Schedule III contains a list of certain Raw Land and/or Non-Income Producing Properties of the Macerich Entities.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and 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 Collateral Agreement (the “Excluded Collateral”)thereof. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts Stock described in the Guarantee and Collateral Agreement, when control agreements with respect stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative Agent (and so long as the Administrative Agent retains possession of such Material Deposit Accounts certificates and Material Securities Accounts are executed granting “control” (as defined stock powers in the UCC) State of such accounts to New York), and in the Collateral Agent and (iii) case of the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts)Agreement, when financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable3(a) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are madeAgreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agent Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (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 filings specified on Schedule 3 to proceeds thereof, as security for the Obligations (as defined in 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, in each case prior and superior in right to the Lien of any other Person (except (i) except, in the case of Collateral other than Pledged SecuritiesStock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement8.3). (b) Upon Each of the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be Mortgages is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Lenders, a legal, valid and enforceable Lien on the Mortgaged Property 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 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 such Mortgage is the Mortgages are filed in the recording office designated by offices specified on Schedule 3(b) to the BorrowerGuarantee 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 such the Mortgaged Property 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 Liens permitted except as reflected in the exceptions to the title policies delivered pursuant to Section 6.1(n) or Section 7.10(b)). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by Section 7.3 Holdings or other encumbrances or rights permitted by any of its Subsidiaries as of the relevant Mortgage)Closing Date.