Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral 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. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 4.17 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.174 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, 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 (to the extent provided therein) prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, for Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and ; (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F 1.1 lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property (other than the Excluded 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 $400,0004,000,000. (c) When delivered and at all times thereafter, 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 (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, 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 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 (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by any Loan Party after the date hereof.

Security Documents. (a) The Guarantee and Collateral Agreement and each Foreign Pledge Agreement is effective to create in favor of the Administrative Senior Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Each Blocked Account Control Agreement is effective to create in favor of the Interim Administrative Agent, for the benefit of the "secured parties" as defined in the Interim Credit Agreement, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentSenior Collateral Agent or such other actions specified in each Foreign Pledge Agreement in respect of Borrower’s UK and Irish first-tier Subsidiaries are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, Agreement (other than deposit accounts) when financing statements and other filings specified on Schedule 4.17 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.175.19(a) of the Disclosure Letter, the Guarantee and Collateral Agreement and each such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Senior Obligations, in each case prior and superior in right to any other Person (except except, (ix) in the case of the Blocked Accounts, Liens in favor of the Interim Administrative Agent and (y) in the case of Collateral other than Pledged StockStock and the Blocked Accounts, Permitted Liens and (ii) in permitted by Section 8.3). In the case of Pledged StockCollateral described in the Blocked Account Control Agreements, statutory Liens); when each Blocked Account Control Agreement is executed and (b) When executeddelivered by all parties thereto, each of the Mortgages will be effective to create in favor of the Interim Administrative Agent, for the benefit of the Lenders"secured parties" as defined in the Interim Credit Agreement, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral and the proceeds thereof, as security for the Interim Obligations (as defined in the Interim Credit Agreement), prior and superior in right to any other Person except as provided under the applicable Blocked Account Control Agreement with respect to the securities intermediary a party thereto. In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Senior Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds, prior and superior in right to any other Person except as provided under the applicable Control Agreement with respect to the securities intermediary a party thereto. (b) Each of the Mortgages (if any) is effective to create in favor of the Senior Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties real properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 8.3). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured Parties Lender Parties, a legal, valid, continuing and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Pledge Agreement), the enforceability of 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 Pledged Securities (as defined in the Pledge Agreement) have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). Agent has on the Closing Date, and, assuming Agent retains possession of the Pledged Collateral, Agent will to continue to have thereafter, a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person (other than Permitted Liens having priority by operation of applicable law). (b) The Security Agreement creates in favor of Agent, for the benefit of the Lender Parties, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and Collateral Agreementsubject to general principles of equity, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentregardless of whether considered in a proceeding in equity or at law. The financing statements, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when 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 Schedule 4.17 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 Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.17V of the Security Agreement, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable Credit Parties in such the Intellectual Property Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee 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 Collateral Agreement)Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located it being understood that subsequent recordings in the United States Patent and held Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Borrower or any Credit Parties after the date hereof) (other than Permitted Liens having priority by operation of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000applicable law).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.174.19(a) to the Disclosure Letter, 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), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) permitted by Section 7.3), in each case to the extent the security interest in the case of Pledged Stock, statutory Liens); and Collateral can be perfected by taking such actions. (b) When executed, each Each of the Mortgages will be Mortgages, if any, 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b) to the Disclosure 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 the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F 4.19(b) to the Disclosure Letter lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,0005,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), 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), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property Real Property and each leasehold interest in real property 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 $400,000Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral located in the United States described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral located in the United States described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a)-1 (which financing statements may be filed by the Administrative Agent) at any time and such other filings as are specified on Schedule 4.19(a)-3 have been completed (all of which filings may be filed by the Administrative Agent) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than any Excluded Property and subject to the Permitted Perfection Exception) and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stockexcept, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.11 (b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. Each of the Existing Security Documents was duly authorized by the Company and/or the applicable Guarantor, as appropriate, and constitutes a legal and binding agreement of the Company and/or the applicable Guarantor in accordance with its terms, except (ai) 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 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 remedies. The Guarantee Existing Security Documents create, and Collateral Agreement is effective the Additional Security Documents, when executed and delivered pursuant to create the terms of the Amended First Lien Indenture, will create, in favor of the Administrative Agent, Trustee and the Collateral Trustee for the benefit of the Secured Parties (as defined in holders of the Guarantee and Collateral Agreement), a legalFirst Lien Notes, valid and enforceable security interest 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 applicable, in the Collateral described therein relevant jurisdictions and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17applicable law, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien onAdditional Security Documents, 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)will create, in each case prior and superior in right to any other Person (except (i) as further described in the case of Collateral other than Pledged Stockrelevant Security Documents, Permitted Liens and (ii) in to the case of Pledged Stock, statutory Liens); and (b) When executed, each extent required by the terms of the Mortgages will be effective to create relevant Security Documents, in favor of the Administrative Agent, Trustee and the Collateral Trustee 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 accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest holders of the Loan Parties in the Mortgaged Properties First Lien Notes, perfected security interests and the proceeds thereof, as security for the Obligations (as defined liens in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Collateral.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative AgentAgent (assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a jurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.173(a) to the Guarantee and Collateral Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the 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), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.03); and . (b) When executed, each Each of the Mortgages will be 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 thereoftherein, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas permitted by Section 7.03). Schedule 1.1F lists1.01(c), as of the First Amendment Effective Date, which lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower Holdings or any of its Subsidiaries that has as of the Closing Date, shall include a valuesub-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 reasonable opinion 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 Borrowerrelevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in excess of $400,000each case prior and superior in right to any other Person (except Liens permitted by Section 7.03).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest can be perfected by filing under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Subsidiaries.

Security Documents. (ai) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.175.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and Obligations. (ii) in Upon the case execution and delivery of Pledged Stockany Mortgage to be executed and delivered pursuant to Section 6.11(b), statutory Liens); and (b) When executed, each of the Mortgages will such Mortgage shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are accepted for recording such Mortgage is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien subject to the Subordination Agreement), Liens permitted by Section 7.01 or other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee When executed and Collateral Agreement is delivered, the Pledge Agreements will be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee Creditors, legal and Collateral Agreement), a legal, valid and enforceable security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral AgreementPledge Agreements, when stock certificates representing such Certificated Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementPledge Agreements, when financing statements and other filings specified on Schedule 4.17 6.11 in appropriate form are filed in the offices specified on Schedule 4.176.11 and Borrowers receive proceeds of the Loans on the Initial Borrowing Date, each of the Guarantee and Collateral Agreement Pledge Agreements shall constitute a fully perfected Lien (to the extent such Lien can be perfected by filing, recording, registration or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementPledge Agreements), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Certificated Pledged Stock, Permitted Liens permitted by Section 8.1, and only to the extent that priority can be obtained by filing). (iib) in In the case of the Pledged StockSecurities described in any Other Pledge Agreement, statutory Lienswhen stock certificates (and, as required by French law, a duly signed statement of pledge (déclaration ▇▇ ▇▇▇▇); ) are delivered to Collateral Agent if any are issued immediately and (b) When executedall other conditions required therein are met, each Other Pledge Agreement and signed statement of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Other Pledge Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Section 8.1.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreement, upon execution and delivery thereof by the parties thereto, will, to the extent required therein, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest under the New York UCC in the Collateral described therein and proceeds thereoftherein. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement constituting certificated securities (as defined in the New York UCC), when stock certificates representing such Pledged Stock certificated securities are delivered to the Administrative AgentAgent or, as contemplated by the Guarantee and Collateral Agreement to the administrative agent for the Revolving Credit Facility (together with a properly completed and signed stock power or endorsement executed in blank), the security interest created under the Guarantee and Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Stock, prior and superior in right to any other Person (except for Liens securing the Obligations (as defined in the Revolving Credit Facility) which may rank pari passu), to the extent that such security interest can be perfected under the New York UCC. In the case of the other Collateral described in the Guarantee and Collateral Agreement, when uniform commercial code financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17applicable offices, the security interest created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent perfection can be obtained by filing uniform commercial code financing statements, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the rights of any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted for rights secured by Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages Mortgages, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties described therein subject thereto and the proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesjurisdictions specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties mortgagors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the rights of any other Person (except for any Permitted Lien other than Liens securing Indebtednessrights secured by ▇▇▇▇▇ permitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower MLP or any of its Restricted Subsidiaries (other than Excluded Subsidiaries) that has a value, in the reasonable opinion of the BorrowerMLP, in excess of $400,00010,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described as defined in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock 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 (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 6.11 with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement which may be perfected through the filing of a UCC financing statement, when financing statements and other filings (when filed in accordance with Section 6.11) specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). As of the case Closing Date, none of Pledged Stock, statutory Liens); and the Capital Stock of the Borrower or any Restricted Subsidiary that is a limited liability company or partnership is a Certificated Security. (b) When executed, each Each of the Mortgages Mortgages, if any, delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions 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 (except for any Permitted Lien other than Liens 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 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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute Agreement, except as otherwise provided therein, constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory LiensSection 7.3(j); and ). (b) When executedEach Mortgage (as amended by the respective Mortgage Amendment, each of the Mortgages will be if any) is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages or Mortgage Amendments, as applicable, are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage or Existing Mortgage (as amended by the respective Mortgage Amendment), as the case may be, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageMortgage or Existing Mortgage (as amended by the respective Mortgage Amendment)), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1F lists, as of the First Amendment Effective Date, 1.1 lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that as of the Effective Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $400,0001,000,000.

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 Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 4.176 of the Perfection Certificate, the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each such case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executedAfter the execution and delivery thereof, each of the Mortgages Mortgages, is or will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Permitted Liens. Schedule 1.1F 1.1B 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 Borrower or any of its Subsidiaries Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $400,00025,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in Agents and the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173 of the Guarantee and Collateral Agreement, 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), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liensas otherwise set forth herein); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the Agents and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for as otherwise set forth in any Permitted Lien other than Liens securing Indebtednesssuch Mortgage). 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 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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock that is certificated described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of Book Entry Securities (as defined in the Target Pledge Agreement), upon the taking of the actions described in Section 5.2(f) and in the case of the other Collateral (including uncertificated Pledged Stock) described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liensexpressly permitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted (i) Liens expressly permitted by Section 7.3 hereof and (ii) all matters set forth in Schedule B to the mortgagees title insurance policy delivered to the Administrative Agent in accordance with Section 5.1(r)(iii) herein. (c) The Target Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Collateral described in the Target Pledge Agreement, upon compliance with the provisions of Sections 3(a) and (b) thereof, the Target Pledge Agreement shall constitute a fully perfected Lien other than Liens securing Indebtedness). Schedule 1.1F listson, and security interest in, all right, title and interest of the IHK Merger Sub in such Collateral and the proceeds thereof, subject in the case of proceeds to compliance with applicable law, as of security for the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located Obligations (as defined in the United States and held by the Borrower or any of its Subsidiaries that has a valueTarget Pledge Agreement), in the reasonable opinion of the Borrower, each case prior and superior in excess of $400,000right to any other Person.

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 Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.17 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 4.176 of the Perfection Certificate, the Guarantee Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each such case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, other Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executedAfter the execution and delivery thereof, each of the Mortgages Mortgages, is or will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Permitted Liens. Schedule 1.1F 1.1B 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 Borrower or any of its Subsidiaries Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $400,00025,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is and Debentures are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral AgreementAgreement and the Debentures) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and/or the Debentures, when financing statements and and/or other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected (to the extent perfection is required under the Loan Documents) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). As of the case Closing Date, none of Pledged Stock, statutory Liens); and the Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative AgentAgent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged with respect to Collateral consisting of Capital Stock, Permitted ) Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be Mortgages, upon execution and delivery by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has Subsidiary Guarantor upon which a value, in Mortgage will be granted to the reasonable opinion of the Borrower, in excess of $400,000Administrative 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 Administrative Collateral Agent for 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) Liens on, and security interests in, the Pledge Agreement Collateral and (x) when financing statements in appropriate form are filed in the relevant filing offices 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 possession or control has been given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Pledge Agreement in such Pledge Agreement Collateral shall 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 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 (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest (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 the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described a proceeding in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected 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 and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Collateral, in each case prior and superior in right subject to any other Person (except (i) in the case of Collateral no Liens other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock described in the Guarantee and Collateral AgreementAgreement (as defined therein), when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and (ii) security interests in the case of Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.17 4.22(a) in appropriate form are filed in the offices specified on Schedule 4.174.22(a), the Liens granted under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (iA) in the case of Collateral other than Pledged Stock, Permitted Liens and Liens, or (iiB) in the case of any Pledged Stock, statutory Liens); and 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) When executed, each of the Mortgages will be The Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof, and when the Mortgages are accepted for recording Mortgage is filed in the applicable recording officesoffice specified on Schedule 4.22(b), each such the Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Liens. Schedule 1.1F 1.1A lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,0001,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest under U.S. law in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Guarantor (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 5.8 of the Guarantee and Collateral Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements (to the extent such personal property may be perfected through the filing of a UCC financing statement) and other filings specified on in Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). Except as set forth on Schedule 4.19(a), as of the case Closing Date, none of Pledged Stockthe Borrower, statutory Liens); and the Parent Guarantors or any Subsidiary Guarantor that is a limited liability company, exempted limited partnership or partnership own any Capital Stock of a Subsidiary that is a not Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than subject to Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F lists. (i) The obligations assumed by the Loan Parties to the Foreign Law Security Documents are their legal, as valid, binding, and enforceable obligations, and (ii) each Foreign Law Security Document creates the security interests in respect of the First Amendment Effective Date, each parcel of owned real property Collateral that such Foreign Law Security Document purports to create and each leasehold interest all such security interests are in real property located in the United States full force and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000effect.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementStock, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(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 may be filed by the Administrative Agent at any time) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made (all of which filings may be filed by the Administrative Agent at any time), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 4.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each such UCC Financing Statement. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, the Mortgaged Properties described mortgaged properties described, and as defined, therein and proceeds and products thereof, and when the Mortgages are accepted for recording filed in the applicable recording offices specified on Schedule 4.19(b) (or, with respect to any Mortgages made after the Closing Date, filed in the appropriate offices), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all of such mortgaged properties and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to any other Person. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. Upon the filing of (i) an Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the Closing Date), and the United States Copyright Office relative to copyrights (within thirty (30) days after the Closing Date), together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements may be filed by the Administrative Agent at any time), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee Each of the Cash Collateral Agreement and the Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)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 Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties Borrower and the Guarantors in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the UCC as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person except Liens permitted under Section 6.01(1) through (7). In the case of the Collateral described in the Cash Collateral Agreement, the Cash Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Borrower and the Guarantors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Cash Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and Person. (b) When executedUpon execution and delivery thereof until release thereof permitted under this Agreement, each of the Mortgages will be 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 accepted for recording filed in the applicable appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower and the Loan Parties Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than those exceptions to title set forth in the applicable title insurance policy described in subclause (c) of item (4) of the Secured Borrowing Base Conditions and other than Liens securing Indebtedness). Schedule 1.1F lists, as permitted pursuant to clause (g) of the First Amendment Effective Date, each parcel definition of owned real property and each leasehold interest in real property located in the United States and held by the Borrower Mortgage Conditions or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Section 6.01(7)).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case to the extent that a security interest therein may be perfected by the filing of financing statements under Article 9 of the Uniform Commercial Code, possession or control of such Pledged Stock or by filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office and in each case prior and superior in right to any other Person (except (i) for Liens arising under the First Lien Security Documents and, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 right, subject to the Intercreditor Agreement, to any other Person (except for any Permitted Lien other than that the security interest created in such property may be subject to the Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,0001,000,000.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreementany of the Security Documents, when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.174.19, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral Agreement)(other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of that the First Amendment Effective Date, each parcel of owned security interest created in such real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Mortgaged Property may be subject to Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, legal and valid and enforceable security interest in the Collateral described therein (subject, in the case of the Pledged Securities described in the Guarantee and proceeds thereofCollateral 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 Gaming Collateral of any entity licensed by or registered with such Gaming Authorities). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and 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 case Gaming Collateral of any entity licensed by or registered with such Gaming Authorities and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.17(a), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements under the Laws of the jurisdictions in which the offices specified on Schedule 4.17(a) are located and through the proceeds thereofdelivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and Secured Obligations. (b) When executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the Mortgages will such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are accepted for recording such Mortgage is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens 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 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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). As of the case Closing Date, none of Pledged Stock, statutory Liens); and the Borrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date (if any) will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral as further described therein and proceeds thereof. In the case of of: (i) the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the (ii) other Collateral as further described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.15(a) in appropriate form are filed in the offices specified on Schedule 4.174.15(a), and, (iii) property acquired after the date hereof any other action required pursuant to Section 6.11, the security interest created pursuant to the Guarantee and Collateral Agreement shall constitute a fully valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties interests in such Collateral and the proceeds thereofthereof (to the extent a security interest in such Collateral can be perfected through the filing of such financing statements and the delivery of such Pledged Stock or the taking of such actions required pursuant to Section 6.11), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties as further described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.15(b), each the security interest created pursuant to such Mortgage Mortgages shall constitute a fully valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

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 Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Administrative Agent, and in the case of the other Collateral described Pledged Debt Securities (as each such term is defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Stock and Pledged Debt Securities to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other person, and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof(other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 and with respect to Collateral consisting of Investment Property (except (i) as defined in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory LiensUCC); and . (b) When executedWith respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, each the Subsidiary Guarantors and the Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Terex and the Collateral Agent) with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), upon the execution and delivery of the Mortgages will be effective to create in favor Guarantee and Collateral Agreement and the recordation of the Administrative AgentGuarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, for together with 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 accepted for recording financing statements in appropriate form filed in the applicable recording officesoffices specified on Schedule 3.19(a), each 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 Mortgaged Properties and Perfection Intellectual Property to the proceeds thereof, as extent that a security for the Obligations (as defined interest may be perfected by filing in the relevant Mortgage)United States and its territories and possessions, in each case prior and superior in right to any other Person person. (except c) The Mortgages, upon the execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified in Schedule 3.19(c) and all applicable fees have been paid, the 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, in each case prior and superior in right to any Permitted Lien other person, other than with respect to the rights of persons pursuant to Liens 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 expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Section 6.02.

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 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 to be filed, registered or recorded to create the 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 the 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). (b) Notwithstanding anything to the 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 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 (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be 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 obligations 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 all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Administrative Agent, Trustee for the benefit of the Secured Parties Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as defined each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Guarantee and Collateral Agreement)Security Documents, 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 Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement as now or hereafter constituted 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 (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages will be effective to create in favor of the Administrative Agent, for the benefit of all the LendersHolders, a legalthe Collateral Agent, valid the Trustee and enforceable Lien on the Mortgaged Properties other secured parties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Security Documents and that the Lien on, and security interest in, all right, title and interest granted in the Security Documents relating to the Notes in respect of the Loan Parties Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held all respects by the Borrower or any of its Subsidiaries Security Documents and actions that has a value, in the reasonable opinion of the Borrower, in excess of $400,000may be taken thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreements, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative AgentAgent (assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a jurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreements, when financing statements and other filings specified on Schedule 4.17 3(a) to the Guarantee and Collateral Agreements in appropriate form are filed in the offices specified on Schedule 4.173(a) to the Guarantee and Collateral Agreements, 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 Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the respective Guarantee and Collateral AgreementAgreements), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.03); and . (b) When executed, each Each of the Mortgages will be 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 thereoftherein, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas permitted by Section 7.03). Schedule 1.1F lists1.01(c), as of the First Amendment Effective Date, which lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower Holdings or any of its Subsidiaries that has a value, in the reasonable opinion as of the BorrowerClosing Date, in excess of $400,000shall include a sub-heading for "Mortgaged Properties".

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 Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 4.176 of the Perfection Certificate, the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each such case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executedAfter the execution and delivery thereof, each of the Mortgages Mortgages, is or will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Permitted Liens. Schedule 1.1F 1.1B 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 Borrower or any of its Subsidiaries Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $400,00040,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered (in accordance with the Intercreditor Agreement) to the Administrative AgentAgent or the Term Loan Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), 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 Capital Stock, Permitted Liens permitted by Section 7.3 and (ii) in the case of Pledged Collateral consisting of Capital Stock, statutory LiensLiens on such Collateral securing the obligations outstanding under the Term Loan Documents); and . (b) When executed, each Each of the Mortgages will be Mortgages, upon execution and delivery by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has Subsidiary Guarantor upon which a value, in Mortgage will be granted to the reasonable opinion of the Borrower, in excess of $400,000Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that is a certificated security, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form and actions contemplated to be made or taken by the Guarantee and Collateral Agreement are filed in the offices specified on Schedule 4.17made or taken, the Guarantee and Collateral Agreement shall constitute to the extent contemplated by the Guarantee and Collateral Agreement, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 6.03); and . (b) When executed, each of the Mortgages will be Each Mortgage that has been executed and delivered by a Loan Party is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof, the property description included in each such Mortgage is complete and correct in all material respects and, when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.17(b) (or, in the case of Mortgages delivered after the Closing Date, such filing offices as shall be notified by the Borrower to the Collateral Agent), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 6.03. Schedule 1.1F lists, as of the First Amendment Effective Date, 1.01B lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion Subsidiary as of the Borrower, in excess of $400,000Closing Date that meets the criteria specified on said Schedule.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock Equity Interests and related transfer powers are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.174.19, to the extent that a security interest therein can be perfected by the filing of a financing statement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged StockEquity Interests, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executedSubject to the Reservations, each of the Mortgages will be UK Debenture and the UK Charge Over Shares is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Debenture and the UK Charge Over Shares, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Administrative Agent, and in the case of the other Collateral described in each of the UK Debenture and the UK Charge Over Shares, when the Mortgages filings specified on Schedule 4.19 in appropriate form are accepted for recording filed in the applicable recording officesoffices or registers specified on Schedule 4.19 to the extent that a security interests therein can be perfected by any such filing and all notices required to be served under such Security Documents are duly served before any competing notice comes into effect, each such Mortgage of the UK Debenture and the UK Charge Over Shares shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in each of the relevant MortgageUK Debenture and the UK Charge Over Shares), in each case prior and superior in right to any other Person (except for any Permitted Lien except, in the case of Collateral other than Pledged Equity Interests, Liens securing Indebtedness). Schedule 1.1F lists, permitted under Section 7.3 and except in relation to the shares of Capital Stock of any Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other joint venture documents as in effect as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein ( including any proceeds of any 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, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, 4.17 (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 constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens); extent required by the Guarantee and Collateral Agreement. (b) When executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the Mortgages will such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties 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 the Mortgages are accepted for recording such Mortgage is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, 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 equity. In the case of the Pledged Capital Stock described in pledged pursuant to the Guarantee and Collateral Agreement or the Mexican Stock Pledge Agreement, when stock certificates representing such Pledged pledged Capital Stock are delivered to the Administrative AgentAgent 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 described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 5.19(a) in appropriate form are properly filed in the offices specified on Schedule 4.175.19(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 (to the extent that a security interest in such Collateral can be perfected by possession, control or a filing under applicable law) 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 (i) except, in the case of Collateral other than Pledged StockCapital Stock pledged pursuant to the Guarantee and Collateral Agreement, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 8.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, legally valid and enforceable Lien on the Mortgaged Properties 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 equity, and when the Mortgages are accepted for recording properly filed in the applicable recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to all other Liens except any other Person (except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 8.3. Schedule 1.1F 1.1 lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,0002,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to 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 Stock, Permitted Liens and (ii) in permitted by Section 7.3 to have priority over the case Lien of Pledged Stockthe Administrative Agent). As of the Closing Date, statutory Liens); and 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) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person. (except for c) The PC Documents delivered by any Permitted Lien 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 securing Indebtednesscreated under the PC Documents). 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. The Purchaser shall have received each of the following documents executed by the parties thereto, which shall be satisfactory to the Purchaser in form and substance in all respects: (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when stock certificates representing duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date together with: (i) duly executed financing statements in proper form for filing under the Uniform Commercial Code in all such Pledged Stock are delivered jurisdictions as the Purchaser may deem necessary or desirable in order to perfect and protect the Administrative AgentLiens created by the Security Agreement, and in covering the case of the other Collateral described in the Guarantee Security Agreement, (ii) stock certificates representing all of the issued and Collateral Agreementoutstanding shares of Capital Stock of each such Credit Party's Subsidiaries existing on the Closing Date, when financing statements accompanied by stock powers satisfactory to the Purchaser in form and substance duly executed by the respective Credit Party in blank, and any intercompany notes held by each such Credit Party, each accompanied by a bond power satisfactory to the Purchaser duly executed by such Credit Party in blank, (iii) an acknowledgment of the Security Agreement duly executed by each Subsidiary whose Capital Stock is pledged thereunder pursuant to preceding clause (ii), (iv) the promissory note of Mart▇▇ ▇▇ favor of the Parent, in the principal amount of $2,300,000, accompanied by a bond power satisfactory to the Purchaser duly executed by the Parent in blank, and (v) such other instruments of assignment and other filings specified on Schedule 4.17 documents in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest respect of the Loan Parties Collateral as the Purchaser may request. (b) The Intellectual Property Security Agreement duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date, together with duly executed assignments in such Collateral proper form for filing with the United States Patent and the proceeds thereof, as security for the Obligations Trademark Office and any necessary state and foreign patent or trademark offices (as defined necessary). (c) A Blocked Account Agreement with respect to each Depositary Account listed in Schedule 4.25 hereto (other than Depositary Accounts of the Guarantee and Collateral AgreementRestaurant Subsidiaries), in each case prior executed by the applicable Credit Party maintaining such Depositary Account and superior the bank or other depositary institution at which such Depositary Account is maintained, together with duly executed financing statements in right 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 other Person (except such documents subsequently executed and delivered pursuant to Section 9.5, the "Mortgages"), duly executed by the applicable Credit Party, together with: (i) certificates, affidavits, questionnaires or returns as shall be required in connection with the case recording or filing of Collateral other than Pledged Stockthe Mortgages and evidence that all mortgage recording taxes, Permitted Liens 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 case of Pledged StockPurchaser, statutory Liens); and (b) When executed, insuring each of the Mortgages will to be effective 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 Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien perfected first priority Liens on the Mortgaged Properties Property described therein and proceeds thereof, and when in the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000been taken.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lender, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative AgentLender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Lender shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). As of the case Closing Date, none of Pledged Stockthe Borrowers or any Guarantor that is a company, statutory Liens); and limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative AgentLender, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas noted in the relevant title reports). Schedule 1.1F lists, as . (c) Each of the First Amendment Effective DateCayman Law Share Charge and the Cayman Law Charge is effective to create in favor of Lender a legal, each parcel of owned real property valid and each leasehold interest in real property located in enforceable first priority Lien on the United States Collateral described therein and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000proceeds thereof.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.17therein and other actions to be taken as specified therein are taken, 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)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable local recording officesoffices (or, in the case of any Mortgage executed and delivered after the Closing Date in accordance with the provisions of Section 6.9), when such Mortgage is filed in the offices specified in the local 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 the Mortgaged 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 (except for any Permitted Lien other than Customary Permitted Liens). (c) [Reserved]. (d) The Agency Assignment Agreement is effective to assign to the Administrative Agent (i) each of the Existing Agent’s Liens securing Indebtedness). Schedule 1.1F lists, in the Collateral as of the First Amendment Effective Closing Date, and (ii) each parcel of owned real property Existing Agent’s rights, title 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 $400,000Existing Loan Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the (i) Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests represented by certificates, (x) when stock such certificates representing such Pledged Stock are delivered to the Administrative AgentAgent or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.17(a), and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173.17(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Lien created by 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 thereofand products thereof (in the case of the Collateral described in clause (ii), to the extent perfection can be obtained by such filings), as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except (i) except, with respect to priority only, Permitted Prior Liens and, in the case of Collateral other than Pledged Stockcollateral constituting Equity Interests, Permitted Liens and (ii) in the case of Pledged Stock, statutory Equity Liens); and . (b) When executedSubject to Section 4.01(n)(i), each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffice designated by the US Borrower or the Canadian Borrower, as the case may be, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations “Secured Obligations” or other corresponding term (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person, subject only to Permitted Liens. (except for c) Upon the recordation of any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F listsapplicable Intellectual Property Security Agreement with the United States Patent and trademark Office or the United States Copyright Office, as applicable, and the filing of the First Amendment Effective Datefinancing statements referred to in Section 3.17(a), each parcel the Lien created by the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of owned real property and each leasehold the Loan Parties in the Intellectual Property in which a security interest in real property located may be perfected by filing in the United States States, as security for the Secured Obligations (as defined in the Guarantee and held Collateral Agreement), in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Prior Liens). (d) Each Security Document, other than the Security Documents referred to in paragraphs (a), (b) and (c) of this Section 3.17, upon execution and delivery thereof by the Borrower or any parties thereto and the making of its Subsidiaries that has the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valuevalid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral subject thereto, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in the reasonable opinion of the Borrowereach case, prior and superior in excess of $400,000right to any other Person (except, with respect to priority only, Permitted Prior Liens).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative CAA Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Agent and, in the Administrative case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173.21(a)-1 (which financing statements may be filed by CAA Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by CAA Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement), in each case prior and superior in right to any other Person (except Permitted Priority Liens). Schedule 3.21(a)-2 lists each UCC financing statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 3.21(a)-3 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each such UCC financing statement. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative CAA Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 3.21(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by ▇▇▇▇▇▇▇▇ (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(c)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) i. The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby 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 Stock 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 Intellectual Property registrations and applications described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are delivered made with respect to the Administrative security interest of the Collateral Agent, and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral, deposit accounts and securities accounts), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.17 (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 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the proceeds thereoffilings specified on Schedule 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 which by operation of law or contract would have priority over the Liens securing the Obligations and (ii) in Liens having priority by operation of law) to the case extent required by the Guarantee and Collateral Agreement. ii. Upon the execution and delivery of Pledged Stockany Mortgage to be executed and delivered pursuant to Section 6.8(b), statutory Liens); and (b) When executed, each of the Mortgages will such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are accepted for recording such Mortgage is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), 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), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Borrowing Base Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, ; each such Mortgage shall constitute constitute, or shall continue to constitute, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged 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 (except for any Permitted Lien other than Persons holding Liens securing Indebtedness)or other encumbrances or rights permitted by the relevant Mortgage) (i) in the case of the Mortgages executed and delivered prior to the Effective Date, as of the Effective Date or, subject to the extent necessary, upon the filing of the Mortgage Amendments in the appropriate recording office with respect to such Mortgage and (ii) in the case of any Mortgage to be executed and delivered pursuant to Section 5.3, when such Mortgages and the related fixture filings, if any, are filed in the recording office designated by the Borrower. Schedule 1.1F 1.1A lists, as of the First Amendment Effective Date, each parcel of owned real property Real Property and each leasehold interest in real property 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 $400,000Subsidiaries.

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of (i) the Pledged Stock described in Equity Interests represented by stock or other certificates, as of the Guarantee and Collateral Agreement, date when such stock or other certificates representing such Pledged Stock are Equity Interests were delivered to the Administrative Agent, and in the case of (ii) the other Collateral described in the Guarantee Guaranty and Collateral AgreementAgreement that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and each Guarantor, as of the date when financing statements and other filings specified on Schedule 4.17 in appropriate form are were filed in the offices specified on Schedule 4.174.19(a), the Guarantee Lien and security interest granted pursuant to the Guaranty and Collateral Agreement shall constitute constituted, and such Lien and security interest continue to constitute, a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens). (b) As of 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, other than Permitted Liens. (c) The Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof. As of the date of the filing or recording of the Guaranty and Collateral Agreement (or a short form thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such short form thereof), the Guaranty and Collateral Agreement (and each such short form thereof) constituted, and such Lien and security interest continues to constitute, a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); . (d) The Guaranty and (b) When executed, each of the Mortgages will be Pledge Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in Capital Stock of Borrower, and as of the Mortgaged Properties date of the delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and the proceeds thereofsecurity interest constituted, as and such Lien and security for the Obligations (as defined in the relevant Mortgage)interest continues to constitute, in each case prior and a perfected Lien, superior in right to and free and clear of any other Person (except for any Permitted Lien other than Liens 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Lien.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 5.22(a) in appropriate form are filed in the offices specified on Schedule 4.175.22(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 8.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than the Liens securing Indebtedness)permitted by Section 8.3. Schedule 1.1F 1.1 and Schedule 5.9 lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has Subsidiaries. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valuelegal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 5.22(a), each 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 the reasonable opinion of the Borrower, each case prior and superior in excess of $400,000right to any other Person (except Liens permitted by Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.173.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except except, Liens permitted by Sections 6.3(a) and (il) and, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 6.3, including the case of Pledged Stock, statutory LiensLiens securing the obligations under the ABL Facility Agreement); and . (b) When executed, each of the Mortgages will be The Mortgage 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 Property described therein and proceeds thereof, and when the Mortgages are accepted for recording Mortgage is filed in the applicable recording officesoffices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties 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, and is free and clear of any Liens except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 6.3. Schedule 1.1F 1.1B lists, as of the First Amendment Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a fair market value, in the reasonable opinion of the Borrower, in excess of $400,0001,000,000, except the real property located in Westmont, Illinois (as to which no Mortgage is required as of the Restatement Effective Date).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), 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, as applicable, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 (except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 7.3. Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Restricted Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,00015,000,000.

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 Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee Pledge Agreement, Security Agreement and Collateral each Guaranty, Pledge and Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Pledge Agreement, when financing statements Security Agreement and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17each applicable Guaranty, the Guarantee Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Pledgor, Borrower and such Holdco, as applicable, in such Pledged Stock and the Loan Parties 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 described in the 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 4.33(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 Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Borrower Party and Pledgor in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee Security Agreement, each Guaranty, Pledge and Collateral Security Agreement, each Guaranty and Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in that pursuant to applicable law are entitled to a higher priority than the case of Pledged Stock, statutory LiensLiens created by the Security Documents); and . (b) When executed, each Each Deed of the Mortgages will be Trust is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the applicable Mortgaged Properties Property described therein and proceeds thereof, and when the Mortgages are accepted for recording such Deed of Trust is filed in the applicable recording officesoffice specified on Schedule 4.33(b), each 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 the applicable Mortgaged Properties 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, except for any Permitted Lien other Liens that pursuant to applicable law are entitled to a higher priority than the Liens 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 created by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly 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 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 (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on or prior to the Effective Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower Parent/Affiliate Guarantors or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000their Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are having been filed in the offices specified on Schedule 4.174.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) permitted by Section 7.3). Notwithstanding the foregoing, it is understood that fixture filings are not being made in the case respect of Pledged Stock, statutory Liens); and Tower locations which are not Mortgaged Properties. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, . Upon (i) the filing of the Mortgage Assignments and when Mortgage Amendments in the appropriate recording office (in the case of the Mortgages are accepted for recording executed and delivered prior to the Effective Date) or the filing of the Mortgages in the applicable recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.9), each such Mortgage shall constitute constitute, or shall continue to constitute, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in Agents and the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiary Guarantors in such Collateral and the proceeds thereof, in each case to the extent a Lien on the relevant Collateral may be perfected by taking any of the actions of the type referred to in this paragraph (a), as security for the Secured Obligations (as defined in the Guarantee and Collateral Security Agreement), in each case prior and superior in right to any other Person (except for Prior Liens and other Liens expressly permitted to exist on such type of property by the terms of the Security Agreement). (ib) The Securities Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Agents and the 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 Securities Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other than Pledged Stock, Permitted Liens and (iifilings specified on Schedule 4.19(b) in appropriate form are filed in the offices specified on Schedule 4.19(b), the Securities Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdco in such Collateral and the proceeds thereof, in each case to the extent a Lien on the relevant Collateral may be perfected by taking any of Pledged Stock, statutory Liens); and the actions of the type referred to in this paragraph (b), as security for the Secured Obligations (as defined in the Security Pledge Agreement), in each case prior and superior in right to any other Person (except for Liens expressly permitted to exist on such type of property by the terms of the Securities Pledge Agreement). (c) When executed, each Each of the Mortgages will be 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, thereof and when the Mortgages are accepted for recording filed in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). offices specified on 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.4.19

Security Documents. (a) The the Guarantee and Collateral Agreement, each Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties Supplement (as defined in the Guarantee and Collateral Agreement), a legalMortgages, valid IP Assignments, Deposit Account Control Agreements, Securities Account Control Agreements and enforceable security interest in all other documents, instruments and agreements now or hereafter securing (or given with the Collateral described therein intent to secure) any Obligations. Senior Debt: as of any date of determination, Borrowed Money of Borrower and proceeds thereof. In its Subsidiaries as of such date, other than Subordinated Debt; provided that for the case avoidance of doubt, Senior Debt shall include (x) Indebtedness under the Revolving Loan Facility and (y) any Indebtedness the final maturity date of which is earlier than the Maturity Date other than Specified Unsecured Prepetition Debt; provided, further that reimbursement obligations with respect to Permitted Surety Bonds shall not constitute Senior Debt; provided further, that for purposes of determining Senior Debt, as of any date of determination, Indebtedness under the Revolving Loan Agreement shall be deemed to be the average daily amount of such Indebtedness for the 365-day period immediately preceding such date; provided further, that for purposes of determining Senior Debt with respect to any testing period that includes the month that any portion of the Pledged Stock described Specified Unsecured Prepetition Debt is paid, if such payment is financed with proceeds of Revolving Loans, average indebtedness under the Revolving Loan Agreement will be calculated after giving pro forma effect (as if such payment (and the incurrence of Revolving Loans in connection therewith) was made of the Guarantee and Collateral Agreement, when stock certificates representing first day of such Pledged Stock are delivered testing period) to the Administrative Agent, and in the case amount of such payment of the other Collateral described Specified Unsecured Prepetition Debt (and the incurrence of Revolving Loans in connection therewith). Senior Officer: the Guarantee and Collateral Agreementpresident, when chief executive officer, chief accounting officer, chief operating officer or chief financial officer of Borrower or, if the context requires, an Obligor. SOFR: with respect to any day means the secured overnight financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in rate published for such day by the offices specified on Schedule 4.17Federal Reserve Bank of New York, as the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest administrator of the Loan Parties benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body. SOFR-Based Rate: SOFR or Term SOFR. Solvent: as to any Person, such Collateral Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and the proceeds thereof, as security for the Obligations unliquidated liabilities); (b) owns Property whose present fair salable value (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (ibelow) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.<->38<->

Security Documents. (a) The Guarantee and Collateral Agreement is Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), 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 each Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the each Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.174.20(a), the each Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Pledged Stock and 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and permitted by Section 7.2(n) which by operation of law or contract would have priority over the Liens securing the Obligations (ii) as defined in the case of Pledged Stock, statutory LiensGuarantee and Collateral Agreement); and . (b) When executedSubject to the Liens permitted by Section 7.3, each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property and each mineral claim or lease located in the United States or Canada, and held (including as to any joint venture interests therein) by the Borrower or any of its Subsidiaries (other than any Excluded Subsidiary) that has a value, in the reasonable opinion of the Borrower, in excess of $400,0005,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)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 Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.173.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, subject to the terms of the Intercreditor Agreement, prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 6.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000250,000.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of (i) any Capital Stock pledged pursuant to the Pledged Stock described in the Guarantee and Collateral AgreementSecurity Agreement represented by certificates, (x) when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, Agent or (y) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on the Perfection Certificate and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on the Perfection Certificate and such other filings as are specified on Schedule 4.17[3] to the Security Agreement have been completed, the Guarantee and Collateral Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case case, prior and superior in right to any other Person (except (i) except, with respect to priority only, Permitted Prior Liens and, in the case of Collateral other than Pledged collateral constituting Capital Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Equity Liens); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)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 Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173.19(a)-1, (which financing statements have been duly completed and executed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all of which filings have been duly completed), the 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), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 6.3). Schedule 3.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 3.19(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 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, signed by the relevant secured party, in respect of each such UCC Financing Statement. (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, subject only to Liens and other than Liens 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 matters permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Section 6.3.

Security Documents. (a) The Guarantee On and Collateral after the Closing Date, (i) the provisions of the Security Agreement is are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties in the Collateral described therein and proceeds thereof. In (ii) the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to upon the Administrative Agent, and in the case filing of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in or the appropriate form are filed in equivalent (which filings, if this representation is being made more than 30 days after the offices specified on Schedule 4.17Closing Date, the Guarantee and Collateral Agreement shall constitute have been made), creates a fully perfected Lien first lien on, and security interest in, all right, title and interest in all of the Loan Parties Collateral described therein (other than the Subsidiary Equity described therein, which is addressed in clause (b) below), subject to no other Liens other than Permitted Liens, to the extent a security interest in such Collateral can be perfected by the filing of a financing statement. The recordation of the Notice of Grant of Security Interest in Trademarks and the proceeds thereofNotice of Grant of Security Interest in Patents, as each in the form attached to the Security Agreement, in the United States Patent and Trademark Office, together with financing statements made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 30 days after the Closing Date, have been made), under applicable law, to perfect the security interest granted to the Administrative Agent for the Obligations (as defined ratable benefit of the Secured Parties in the Guarantee trademarks and Collateral Agreement), in each case prior patents covered by the Security Agreement and superior in right to any other Person (except (i) identified in the case applicable Notice of Collateral other than Pledged Stock, Permitted Liens and (ii) Grant of Security Interest. The recordation of the Notice of Grant of Security Interest in Copyrights in the case form attached to the Security Agreement with the United States Copyright Office, together with financing statements made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 30 days after the Closing Date, have been made) under federal law to perfect the security interest granted to the Administrative Agent for the ratable benefit of Pledged Stock, statutory Liens); the Secured Parties in the copyrights covered by the Security Agreement and identified in such Notice of Grant of Security Interest. (b) When executedOn and after the Closing Date, each assuming the Administrative Agent continues to retain possession of the Mortgages will be effective to create applicable Subsidiary Equity, the security interests created in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on Lenders under the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording Security Agreement constitute first priority perfected security interests in the applicable recording officesSubsidiary Equity described in the Security Agreement, each such Mortgage shall constitute a fully perfected Lien onin the case of pledges by the Borrower and the Guarantors, and subject to no security interest in, all right, title and interest interests of any other Person. Assuming the Administrative Agent continues to retain possession of the Loan Parties applicable Subsidiary Equity, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Mortgaged Properties Subsidiary Equity and the proceeds thereofthereof under the Security Agreement. (c) On and after the Closing Date, the Mortgages create, as security for the Obligations obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Mortgaged Properties in favor of the Administrative Agent (or such other trustee as defined may be required or desired under local law) for the ratable benefit of the Secured Parties, superior to and prior to the rights of all third persons (except that the security interest and mortgage lien created in the relevant MortgageMortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). On and after the Closing Date, the Borrower and each of the Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds (except to the extent that the failure to have such title to any such Leasehold would not reasonably be expected to have a Material Adverse Effect), in each case prior free and superior in right to any other Person (clear of all Liens and title exceptions except for any Permitted Lien other than Liens 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 those described in the United States and held by the Borrower or any first sentence of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000this subsection (c).

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is ------------------ effective to create in favor of the Administrative Agent, for itself and for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar, limiting statutes. In the case of the Pledged Stock described in the Guarantee Guaranty and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, together with stock powers executed in blank, and in the case of the other Collateral described in the Guarantee Guaranty and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices office specified on Schedule 4.175.20(a), the Guarantee delivery of such Pledged Stock and Collateral Agreement related stock powers ---------------- and the filing of such financing statements shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent that delivery of such Pledged Stock and related stock powers and filing a financing statement is effective to perfect such security interests, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement)) to the Administrative Agent and to the Lenders, in each case prior and superior in right to any other Person (Person, except (i) in the case of Collateral other than Pledged Stock, for Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executed, each Each of the Mortgages will be Mortgages, if any, is effective to create in favor of the Administrative Agent, for itself and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property or Liens previously disclosed to and each leasehold interest in real property located in the United States and held approved by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is and the Patent and Trademark Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 5.18 in appropriate form are filed in the offices specified on Schedule 4.175.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by subsection 8.3); and . (b) When executed, each As of the date hereof the properties listed on Schedule 5.18 constitute all material real properties owned and/or leased by Holdings or any of its Subsidiaries. The Mortgages will be effective upon execution to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof, subject to obtaining necessary consents (which consents shall be obtained on or prior to the date of execution of such Mortgages) and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 5.18, each such Mortgage the Mortgages shall constitute a fully perfected perfected, first priority Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000permitted hereby.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when the Administrative Agent obtains control of stock certificates representing such Pledged Stock are delivered to the Administrative AgentStock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.174.19(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, thereof to the extent a security interest can be perfected by filings or other action required thereunder 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 (i) except, in the case of Collateral other than Pledged StockStock with respect to which the Administrative Agent has control, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording or have been filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F lists, as As of the First Fifth Amendment Effective Date, Schedule 1.1B lists each parcel of owned the real property and each leasehold interest in real property located properties in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has having a value, in the reasonable opinion of the Borrower, in excess of $400,0005,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3). As of the case Closing Date, none of Pledged Stock, statutory Liens); and the Capital Stock of any Group Member that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than subject only to Liens securing Indebtednessexpressly permitted by Section 7.3). 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 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 Guaranty and Collateral Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of (i) the Pledged Stock described in Equity Interests represented by stock or other certificates, as of the Guarantee and Collateral Agreement, date when such stock or other certificates representing such Pledged Stock are Equity Interests were delivered to the Administrative Agent, and in the case of (ii) the other Collateral described in the Guarantee Guaranty and Collateral AgreementAgreement that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and each Guarantor, as of the date when financing statements and other filings specified on Schedule 4.17 in appropriate form are were filed in the offices specified on Schedule 4.174.19(a), the Guarantee Lien and security interest granted pursuant to the Guaranty and Collateral Agreement shall constitute constituted, and such Lien and security interest continue to constitute, a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens). (b) As of the Closing Date, Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets that are encumbered by an Existing Mortgage. Each of the Mortgages 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, (i) with respect to each Existing Mortgage, as of the Closing Date, and (ii) with respect to any New Mortgage entered into after the Closing Date, as of the date such Mortgage is timely and properly filed in the appropriate offices in respect of such Mortgages. Each 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, other than Permitted Liens. (c) The Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof. Upon the filing or recording of the Guaranty and Collateral Agreement (or a memorandum thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such memorandum thereof), the Guaranty and Collateral Agreement (and each such memorandum thereof) will constitute a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); . (d) The Guaranty and (b) When executed, each of the Mortgages will be Pledge Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in Capital Stock of Borrower, and upon the Mortgaged Properties delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and the proceeds thereofsecurity interest will constitute a perfected Lien, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to and free and clear of any other Person (except for any Permitted Lien other than Liens 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Lien.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, upon the effectiveness of the Intercreditor Agreement, and when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the First Lien Administrative Agent or the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than any Deposit Accounts and future Commercial Tort Claims, each as defined therein), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement (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 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), in each case prior and superior in right to any other Person (except 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) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) When executed, each Each of the Mortgages Mortgages, when filed (or which have been filed) in the offices specified on Schedule 4.19(b), will be effective in form sufficient 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 accepted for recording in the applicable recording offices, each 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 the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F listsPersons holding Permitted Liens, as of the including, without limitation, First Amendment Effective DatePriority Liens, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted hereunder or by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a)-1 and such other filings as are specified on Schedule 3 to 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 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3). Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have either (A) caused the relevant secured party to file UCC termination statements in respect of each UCC Financing Statement listed in Schedule 4.19(a)-3 or (B) delivered to the Administrative Agent duly completed UCC termination statements, accompanied by release authorizations, signed by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 4.19 (a) 3. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the (b) (in the Mortgaged Properties described therein and proceeds thereof, and when case of the Mortgages are accepted for recording to be executed and delivered on the Closing Date) or in the applicable recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1F lists, as of the First Amendment Effective Date, 1.1 lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion as of the Borrower, in excess of $400,000Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.175.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien in favor of the Administrative Agent (for the benefit of the Secured Parties) 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 8.3). Schedule 5.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 5.19(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 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 in respect of each UCC Financing Statement listed in Schedule 5.19(a)-3. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Borrowing Base Properties described therein and proceeds thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 5.19(b) (in the case of the Mortgages to be executed and delivered to the Administrative Agent or to be subject to the Escrow Agreement on the Closing Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered to the Administrative Agent pursuant to Section 6.3 or to be subject to the Escrow Agreement), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged 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 (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1F 1.1B lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Subsidiaries.

Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In , in the case of the Pledged Stock described in the Guarantee and Collateral Agreementenforceability, when stock certificates subject to Contractual Encumbrances. When any certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreementsecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.176.29 (which financing statements have been duly completed and delivered to the Collateral Agent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors 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” (as such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the UCC) over, the securities entitlement(s) described therein, as the case may be. (2) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on, and security interest in, the Mortgaged Properties described therein and proceeds thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute, a legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Borrower Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Encumbrances). (3) 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). (4) As of the Closing Date, the Macerich Entities (i) in the case have provided Mortgages on all of Collateral their Unencumbered Properties (other than Pledged Stock(x) Raw Land and/or Non-Income Producing Properties, Permitted Liens (y) the Specified Unencumbered Property Assets and (z) those Unencumbered Properties identified on Schedule 7.17) and (ii) in have pledged under the case of Pledged Stock, statutory Liens); and (b) When executed, each Pledge Agreement all of the Mortgages will be effective to create in favor Capital Stock of the Administrative AgentMacerich 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 any joint venture agreement, for ground lease, or financing arrangements applicable to the benefit Macerich Entities. As of the LendersClosing Date, Schedule III contains a legal, valid and enforceable Lien on the Mortgaged list of all Raw Land and/or Non-Income Producing Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Macerich Entities.

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are having been filed in the offices specified on Schedule 4.174.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) permitted by Section 7.3). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the case value of Pledged Stocksuch equipment is less than $50,000, statutory Liens); and that fixture filings are not being made in respect of Tower locations which are not Mortgaged Properties . (b) When executed, each Each of the Mortgages executed and delivered after the Closing Date will be when so executed and delivered, 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 such Mortgages are accepted for recording recorded in the applicable appropriate recording officesoffice, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent or the Collateral Agent, for as the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)case may be, a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereofavailable under the UCC. In the case As of the Pledged Stock described Amendment/Restatement Effective Date, Schedule 3.17(a) lists all of the filing jurisdictions in which UCC-1 Financing Statements are required to be filed pursuant to the Guarantee and Collateral Agreement, when stock certificates representing . Upon filing of such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17UCC-1 Financing Statements, the Guarantee and Collateral Agreement shall constitute creates a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent available under the UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, subject to Permitted Encumbrances, prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and Person. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof. As of the Amendment/Restatement Effective Date, and when Schedule 3.17(b) lists the Mortgages are accepted for recording in the applicable recording offices, location of each such Mortgaged Property. Each Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties referred to therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case case, subject to Permitted Encumbrances, prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative AgentAgent (and so long as the Administrative Agent retains possession of such certificates and stock powers in the State of New York), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.173(a) to the Guarantee and Collateral Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the 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), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 8.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas reflected in the exceptions to the title policies delivered pursuant to Section 6.1(n) or Section 7.10(b)). Schedule 1.1F lists, as of the First Amendment Effective Date, 1.1B lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower Holdings or any of its Subsidiaries that has a value, in the reasonable opinion as of the Borrower, in excess of $400,000Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are having been filed in the offices specified on Schedule 4.174.21(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3). Schedule 4.21(a)-2 lists each UCC Financing Statement that names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens)Closing Date. Schedule 4.21(a)-3 lists each UCC Financing Statement that names any Loan Party as debtor and will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements in respect of each UCC Financing Statement listed in Schedule 4.21(a)-3. (b) When executed, each Each of the Mortgages will be Mortgages, as amended by the relevant Mortgage Amendment, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, legally valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages Mortgage Amendments are accepted for recording filed in the applicable recording officesoffices set forth in Schedule 4.21(b), each Mortgage (as amended by such Mortgage Amendment) shall continue to constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens 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 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein (including any proceeds of any 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, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, 4.17 (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 constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date (or after the ClosingFirst Amendment Effective Date pursuant to Section 6.12)), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens); extent required by the Guarantee and Collateral Agreement. (b) When executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the Mortgages will such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties 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 the Mortgages are accepted for recording such Mortgage is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest under U.S. law in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a) and the other actions, if any, set forth on Schedule 3 to the Guarantee and Collateral Agreement have been taken, the Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than subject to the Liens securing Indebtednesspermitted by Section 7.3(a). Schedule 1.1F lists, as of the First Amendment Effective Date(e), each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower (f), (g), (h) or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000(r)).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative First Lien Credit Agent, as agent and bailee for the Collateral Trustee, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.176.30(a)-1 (which financing statements may be filed by the Collateral Trustee) at any time and such other filings as are specified on Schedule 3 to the Security Agreement have been completed (all of which filings may be filed by the Collateral Trustee) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Sharing Obligations, in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 6.30(a)-2 lists each UCC financing statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in remains on file at the case of Pledged Stock, statutory LiensRestatement Effective Time. Schedule 6.30(a)-3 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) was terminated at or promptly after the Effective Time or the TexCal Closing Time (as applicable); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 6.30(b) (in the case of Mortgages to be executed and delivered on the Effective Date or the TexCal Closing Time (as applicable)) or in the recording officesoffice designated by the Company (in the case of any Mortgage to be executed and delivered pursuant to Section 7.14(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage)Sharing Obligations, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. In the case of the Pledged Stock consisting of certificated securities described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 4.17 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.174 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, 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 (to the extent provided therein) prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, for Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); , to the extent that a Lien in such Collateral can be perfected by the filing of the UCC-1 financing statement or other filing specified on Schedule 4 to the Guarantee and Collateral Agreement; (b) When executedUpon execution thereof, each of the Mortgages will shall be effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording 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 officesfees and applicable taxes, if any, in the offices specified therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally (to the extent provided therein), a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create or record in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction, when stock certificates representing such Pledged Capital Stock are delivered to the Administrative Agent, and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.17 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.173.15(a), as the case may be, the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 3.15(a), Permitted Liens 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) as defined in the case of Pledged Stock, statutory LiensSecurity Agreement); and . (b) When executed, each Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be be, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the recording offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)holders of Permitted Priority Liens. Schedule 1.1F 1.1C lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property Material 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 $400,000Loan Party.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in Stock, as of the Guarantee and Collateral Agreement, date when any stock certificates representing such Pledged Stock are were delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement which is subject to perfection by the filing of financing statements, as of the date when financing statements and other filings specified on Schedule 4.17 in appropriate form are were filed in the offices specified on Schedule 4.17, 4.19 (a) 1 the Lien and security interest granted pursuant to the Guarantee and Collateral Agreement shall constitute constituted, and such Lien and security interest continue to constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral set forth in the filings 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). 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) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case 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 Pledged Stock, statutory Liens); and record on the Restatement Effective Date. (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, the Mortgaged Properties described therein and proceeds thereoftherein, and as of the date when the Mortgages are accepted for recording each Mortgage was or is timely and properly filed in the applicable recording officesappropriate 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 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 Administrative 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 Mortgaged Properties Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

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 Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Holders, 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 Guarantee and Collateral AgreementCollateral, when any stock certificates representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, or, in the case of Pledged Uncertificated Stock (as defined in the Guaranty and Pledge Agreement) consisting of “securities” (as defined in the UCC), 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 (a “Securities Control Agreement”), and in the case of the other Collateral described in the Guarantee Guaranty and Collateral Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.07 or any supplement thereto (which financing statements have been duly completed and executed, delivered to and authorized to be filed by the Collateral Agent), the Guarantee Guaranty and Collateral 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 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 Guarantee Guaranty and Collateral Pledge Agreement), in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person (except Liens permitted by Section 6.02). Schedule 4.07 lists each UCC Financing Statement that (i) in names any Subsidiary of the case of Collateral other than Pledged Stock, Permitted Liens Parent as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Other than during a Suspension Period, the Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties (as defined in Administrative Agent and the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock are delivered to the Administrative AgentStock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.174.19(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, thereof to the extent a security interest can be perfected by filings or other action required thereunder 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 (i) except, in the case of Collateral other than Pledged StockStock with respect to which the Administrative Agent has control subject to the Intercreditor Agreement (or any other Applicable Intercreditor Agreement) and Collateral Trust Agreement, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording or have been filed or recorded in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than subject only to permitted Liens securing Indebtedness)described in Section 7.3 hereof. Schedule 1.1F lists, as As of the First Amendment Effective Closing Date, Schedule 1.1B lists each parcel of owned the real property and each leasehold interest in real property located properties in the United States and held owned in fee simple by the Borrower Company or any of its Subsidiaries that has having a value, in the reasonable opinion of the BorrowerCompany, in excess of $400,00015,000,000. (c) This Agreement and the Obligations constitute an “Other First Lien Agreement” and “Other First Lien Obligations”, respectively, under and as defined in the Intercreditor Agreement. (d) As of the Closing Date, the Discharge of PP&E Credit Agreement Secured Obligations under and as defined in the Intercreditor Agreement has occurred.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(4) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are (or were) delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when UCC-1 financing statements and other filings specified on Schedule 4.17 in appropriate form are (or were) filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have (or, as of the date of such delivery or filing, has had) 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)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in expressly permitted to have priority by Section 7.3). As of the case Closing Date, none of Pledged Stock, statutory Liens); and the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) When executed, each Each of the Mortgages delivered after the Closing Date will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the offices for the applicable recording officesjurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens 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 Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, affecting the enforcement of credits' rights generally and by general equitable principles, the Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) (which financing statements have been duly completed and executed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly 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 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executedExcept as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, affecting the enforcement of credits' rights generally and by general equitable principles, each of the Mortgages will be 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 accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) and such other filings as are specified on Schedule 3 to 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 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 (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executedUpon execution and delivery thereof by the Borrower, each of the Mortgages will shall be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties Vessels described therein and proceeds thereof, ; and when the Mortgages are accepted for recording filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Vessels described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a valuerelevant Mortgage to have priority over the Obligations), in the reasonable opinion of the Borrower, in excess of $400,000subject to Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds 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. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 4.17 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.174 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, 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 (to the extent provided therein) prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, for Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and ; (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F 1.1 lists, as of the First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,0001,500,000. (c) When delivered and at all times thereafter, 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 (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, 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 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 (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by any Loan Party after the date hereof.

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, 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 and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementtherein. (i) When UCC financing statements, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are assignment and/or amendments have been filed in the offices specified on Schedule 4.17in the jurisdictions listed in SCHEDULE 3 of the Collateral Disclosure List, the Guarantee Borrower Security Agreement and Collateral Agreement each Subsidiary Security Agreement, as applicable, shall constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the Loan Parties applicable Credit Party in the Collateral described therein, which can be perfected by such Collateral and filing. (ii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as such term is defined in the Guarantee and Collateral Borrower Pledge Agreement), in each case prior and superior in right ) are delivered to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages will be effective to create in favor of the Administrative Agent, for together with stock powers endorsed in blank by a duly authorized officer of Borrower, 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 accepted for recording in the applicable recording offices, each such Mortgage Borrower Pledge Agreement shall constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties 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 (except for any Permitted Lien a fully perfected first priority lien on, or security interest in, such properties or assets in favor of the Administrative Agent, other than Liens 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 Borrower properties or assets having an aggregate fair market value at any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of one time not exceeding $400,00050,000.00.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 3 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.17therein and other actions to be taken as specified therein are taken, 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)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.20 (or, in 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), when such Mortgage is filed in the offices specified in the local 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 the Mortgaged 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 (except for any Permitted Lien other than Liens securing IndebtednessCustomary Permitted Liens). Schedule 1.1F lists. (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 First Amendment Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) The Guarantee and Collateral Agreement is effective to create in favor A duly registered First Priority Panamanian Maritime Mortgage over the Vessel providing on the basis of the Administrative Agent, provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (b) A first priority General Assignment of all the Insurances (including the Mortgagee’s Interest Insurance) and Earnings of the Vessel in form and substance satisfactory to the Bank and notices of assignment and acknowledgments thereof (the “Assignment of Insurances and Earnings”); (c) Specific Assignments of the benefit of all charters of more than twelve (12) Months duration in respect of the Secured Parties Vessel and respective notices and acknowledgments thereof (as defined the “Assignment of Charter”) (d) A Corporate Guarantee from the Manager and each of the Corporate in form and substance satisfactory to the Bank (the “Corporate Guarantee(s)”). Guarantors The Corporate Guarantees will be given by the Corporate Guarantors others than the Manager upon condition that they shall be activated and become effective only in case that the Shareholder is not listed in the NASDAQ or the AMEX or any other major U.S. Stock Exchange by the 30th September 2005. (e) A Personal Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case from each of the Pledged Stock described Personal Guarantors in the Guarantee form and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered substance satisfactory to the Administrative Agent, Bank (the “Personal Guarantee(s)” The Corporate Guarantee of the Manager and the Personal Guarantees of the Personal Guarantors will be replaced by a Manager’s Letter of Undertaking and a Corporate Guarantee of the Shareholder when and in the case of the other Collateral described Shareholder is listed in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in NASDAQ or the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to AMEX or any other Person major U.S. Stock Exchange. (except (if) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien A Pledge on the Mortgaged Properties described therein Retention Account in form and proceeds thereof, and when substance satisfactory to the Mortgages are accepted for recording in Bank (the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage“Pledge”), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.;

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)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 Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are having been filed in the offices specified on Schedule 4.174.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the value of such equipment is less than $5000 or in local jurisdictions requiring dual filings, and (ii) that fixture filings are not being made in the case respect of Pledged Stock, statutory Liens); and Tower locations which are not Mortgaged Properties. (b) When executedEach of the Mortgages executed and delivered on or prior to the Second Amendment and Restatement Effective Date is, and each of the Mortgages executed and delivered after the Second Amendment and Restatement Effective Date will be when so executed and delivered, 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 such Mortgages are accepted for recording recorded in the applicable appropriate recording officesoffice, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Person.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, 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 Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Security Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 6.3); and . (b) When executed, each of the Mortgages will be The Original Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the Mortgages are accepted for recording Original Mortgage is filed in the applicable recording officesoffice specified on Schedule 4.19(b), each such the Original Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageObligations), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas permitted by Section 6.3(v)). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned The only real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that as of the Closing Date that, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $400,0001,000,000 is the real property subject to the Lien of the Original Mortgage. (c) Each Subsidiary of Holdings or the Borrower (other than any Excluded Foreign Subsidiary or any Special Purpose Subsidiary) is a Wholly Owned Subsidiary Guarantor and a party to each of the Security Agreement and the Guaranty.

Security Documents. (a) The US Guarantee and Collateral Agreement and each other US Security Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable Debtor Relief Laws and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the terms of Section 5.9(d) and the delivery requirements of the Intercreditor Agreement and any other applicable intercreditor arrangements and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock described in the US Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of 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 in the case of (iii) the other personal property Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in each applicable IP Office and such other filings as are specified on Schedule 4.17by the US Guarantee and Collateral Agreement have been completed, the Lien on the Collateral created by the US 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 thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Liens of any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and . (b) When executed, each Each of the Mortgages will be executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, therein; and when the Mortgages are accepted for recording filed or recorded in the applicable recording officesoffices designated by Holdings, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofdescribed therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents, including Permitted Liens). (c) Each of the Canadian Security Documents (other than any Mortgages) executed and delivered by a Loan Party 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 Collateral described therein, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Schedule 1.1F listsSubject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the PPSA), when financing statements or equivalent materials in appropriate form are filed in the appropriate filing offices, the Lien on the Collateral created by each of the Canadian Security Documents shall constitute a fully perfected or opposable Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations 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 Borrower or any of its Subsidiaries that has a valuesuch Loan Parties, in each case prior to the reasonable opinion Liens of the Borrower, in excess of $400,000any other Person (except Permitted Liens).

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) The Guarantee A Master Swap Agreement and Collateral the relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and substance satisfactory to the Bank; (b) A Master Agreement is effective Security Deed (the “Master Agreement Security Deed”) executed or (as the context may require) to create be executed by the Borrower in favor favour of the Administrative AgentBank; (c) A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, Earnings and Requisition Compensation for the Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of any charter of more than twelve (12) calendar months’ duration in respect of the Secured Parties Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (g) Pledge agreement(s) in form and substance satisfactory to the Bank executed or (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered context may require) to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Mortgages 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 Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held executed by the Borrower or any of its Subsidiaries that has a value, by the Corporate Guarantor in the reasonable opinion favour of the Borrower, Bank creating security in excess respect of $400,000the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower in favour of the Bank in respect of the Retention Account (the “Retention Account Pledge”); (i) Manager’s undertaking in form and substance satisfactory to the Bank pursuant to which the Manager will subrogate its rights to the Loan throughout the Facility Period (the “Manager’s Undertaking”).

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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17appropriate jurisdictions, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties Borrower and the Guarantors in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the UCC as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Cash Collateral Agreement or the Collateral Agreement, as applicable), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stockwith respect to the Cash Collateral Agreement), Permitted Liens and permitted under Section 6.01(1) through (ii6) in the case of Pledged Stock, statutory Liens); and . (b) When executedUpon execution and delivery thereof until the Collateral Release Date or other release thereof permitted under this Agreement, each of the Mortgages will be 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 accepted for recording filed in the applicable appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower and the Loan Parties Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as those exceptions to title set forth in the applicable title insurance policy described in clause (c) of the First Amendment Effective Date, each parcel definition 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 $400,000Mortgage Conditions).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the certificated Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (or, until the First Priority Obligations Payment Date, the First Priority Representative) (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.174.19, 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), in each case prior and superior in right to any other Person (except (i) Liens arising under the First Priority Security Documents and, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executedIf and when delivered, each of the Mortgages will 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 Lien on security interest in the Mortgaged Properties properties described therein and proceeds thereof, and if and when the such Mortgages are accepted for recording filed in the applicable 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 Mortgaged Properties 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 (except for any Permitted Lien other than that the security interest created in such property may be subject to the Liens securing Indebtednesspermitted by Section 7.3). 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 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 Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified (including United States Patent and Trademark Office filings and United States Copyright Office filings) on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.174.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to Liens held by any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be 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 accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F lists, as of the First Amendment Effective Date, 1.1B lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion as of the Borrower, in excess of $400,000Closing Date.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Requirements of Law relating to or affecting creditors’ rights and remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries) and (i) in the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.173.19(a) (and applicable fees are paid) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) or other actions described on Schedule 3.19 (a) are taken, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the rights of any other Person (except (i) in the case of Collateral other than Pledged Stockwith respect to Liens expressly permitted by Section 6.02 or, Permitted Liens and (ii) in the case of Pledged StockSecurities, statutory LiensLiens expressly permitted by Section 6.02(n); and ). (b) When executed, each of the Mortgages will be Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on security interest in the Mortgaged Properties Intellectual Property Collateral described therein and proceeds thereofthereof (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Requirements of Law relating to or affecting creditors’ rights and when remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the Mortgages are accepted need for recording filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries). When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a) (and the applicable recording officesfees are paid), each such Mortgage Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties Intellectual Property Collateral that is described in the Intellectual Property Security Agreement and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except for any Permitted Lien other than with respect to Liens 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 expressly permitted by Section 6.02) (it being understood that subsequent recordings in the United States Patent and held Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Borrower or grantors after the date hereof). Notwithstanding anything to the contrary in this Agreement, any reference in this Agreement to the concept of its Subsidiaries that has a value“perfection” as used with respect to Collateral consisting of Intellectual Property, in shall mean perfection solely to the reasonable opinion of extent contemplated by the Borrower, in excess of $400,000Guarantee and Collateral Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents (other than the Post-Closing Gaming Pledges) are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined Parties, a legal, valid and enforceable security interest in the Guarantee Collateral described therein and Collateral Agreement)proceeds thereof. From and after execution and delivery thereof, the Post-Closing Gaming Pledges will be 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 thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementPledge Agreements, when stock any certificates representing such Pledged Stock that is a security under Section 8-102(a)(15) of the UCC are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when UCC financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.174.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), the Guarantee and Collateral Agreement 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 Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Lienspermitted by Section 7.3); and . (b) When executed, each Each of the Mortgages will be is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000relevant Mortgage).

Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In , in the case of the Pledged Stock described in the Guarantee and Collateral Agreementenforceability, when stock certificates subject to Contractual Encumbrances. When any certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreementsecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.176.29 (which financing statements have been duly completed and delivered to the Collateral Agent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors 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” (as such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the 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 Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on, and security interest in, the Mortgaged Properties described therein and proceeds thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute, a legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Borrower Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)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) in the case have provided Mortgages on all of Collateral their Unencumbered Properties (other than Pledged Stock(x) Raw Land and/or Non-Income Producing Properties, Permitted Liens (y) the Specified Unencumbered Property Assets and (z) those Unencumbered Properties identified on Schedule 7.17) and (ii) in have pledged under the case of Pledged Stock, statutory Liens); and (b) When executed, each Pledge Agreement all of the Mortgages will be effective to create in favor Capital Stock of the Administrative AgentMacerich 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 any joint venture agreement, for ground lease, or financing arrangements applicable to the benefit Macerich Entities. As of the LendersClosing Date, Schedule III contains a legal, valid and enforceable Lien on the Mortgaged list of certain Raw Land and/or Non-Income Producing Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000Macerich Entities.