Common use of Security Documents Clause in Contracts

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

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesLender, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Security Agreement, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when any stock certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtLender, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)3.14(a) (which financing statements have been duly completed and delivered to the Lender) and such other filings as are specified on Schedule 7 to the Security Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of interest, if any, that the grantors thereunder Loan Parties now have or may hereafter acquire in and to such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Security Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 6.2); provided, however, that in the case of Intellectual Property, no representation or warranty is made with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s perfection of any security interest in Intellectual Property Collateral that is created arising under the laws of a jurisdiction outside any country other than the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (cb) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, Lender a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, ; and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c3.14(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Persons holding Liens expressly or other encumbrances or rights permitted by clause the relevant Mortgage). To the knowledge of the Borrower, Schedule 1.1D includes, as of the Closing Date, each real property owned in fee by the Loan Parties and each leasehold interest in real property of the Loan Parties in each case having a market value (atogether with improvements thereon) of at least $5,000,000. (c) The Fiat Pledge Agreement is effective to create in favor of the Lender 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 Fiat Pledge Agreement, when any stock certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral described in the Fiat Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.14(a) (which financing statements have been duly completed and delivered to the Lender) the Fiat Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest, that Fiat may now have and may hereafter acquire in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Fiat Pledge Agreement), (f) in each case prior and (g) of Section 6.02superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (other than the Mortgaged Property) and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, thereof and (i) when the Pledged Collateral (as defined in the case of the Pledged Securities, upon the earlier of (AGuarantee and Collateral Agreement) when such Pledged Securities are is delivered to the Collateral Agent Agent, the Lien created under Guarantee and (B) when financing statements 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 appropriate form are filed such Pledged Collateral, in the offices specified on Schedule 3.19(a); each case prior and superior in right to any other Person, and (ii) in when the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), 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 Senior Secured Loan Parties in the Collateral described in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunderstatements (other than Intellectual Property), in each case prior and superior in right to the rights of any other Person (exceptPerson, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of expressly permitted by Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor Upon the recordation of the Collateral AgentNotice of Grant of Security Interest in Patents, for the ratable benefit Notice of Grant of Security Interest in Trademarks and the Senior Secured Parties, a legal, valid, binding and enforceable security interest Notice of Grant of Security Interest in Copyrights substantially in the Intellectual Property Collateral described therein form of Exhibit B, Exhibit C and proceeds thereofExhibit D, subject to applicable insolvencyrespectively, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Guarantee and Collateral Agreement is filed in with the United States Patent and Trademark Office and the United States Copyright Office, respectivelyas applicable, together with the financing statements in appropriate form filed in the offices specified in on Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Intellectual Property Collateralconsisting of material issued or pending United States patents, as material registered or pending United States trademarks and material registered United States copyrights in which a security for interest may be perfected by filing in the Secured Obligations arising hereunderUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Person, other than with respect to Permitted Liens) Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on United States registered trademarks, trademark applications, issued patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counseldate hereof). (c) Each of the Mortgages is Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable first priority Lien on, and security interest in, on all of the applicable Loan Parties’ Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded such Mortgage is filed in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereof such Loan Party in such Mortgaged Property and the proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws none of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02Person.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights . In the case of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) the Capital Stock described in the case Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the Pledged New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), upon the earlier of (A) when certificates representing such Pledged Securities Capital Stock are delivered to the Collateral Agent Administrative Agent, and (Bii) the other Collateral not described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a6.19(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assetsmay be, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the United States Copyright Office may be necessary to perfect a Lien Liens securing the Obligations). Other than as set forth on registered trademarksSchedule 6.16, trademark applicationsas of the Closing Date, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws Capital Stock of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (cb) Each of the Mortgages is delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (except Liens expressly permitted by clause (aas defined in the relevant Mortgage), (fin each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and (g) held by Holdings or any of Section 6.02its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien and Trademark Office and the United States Copyright Office security interest may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired perfected by the grantors after taking of possession of such Collateral or the Funds Availability Date filing of such financing statements and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)filings. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02Person.

Security Documents. (a) The Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, Lender a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement of creditors’ rights generally affecting rights of creditors and or by general equitable principles (including with respect to specific performance) principles of equity, whether considered in a proceeding enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in law the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtLender, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)4.19, the Guarantee and Collateral Agreement Lender shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case case, prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property case of Collateral that is created under the laws Pledged Stock, Liens permitted by Section 7.2 which arise by operation of a jurisdiction outside the United Stateslaw). Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, Lender a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case case, prior and superior in right to any other Person (except subject to Liens expressly permitted by clause (aSection 7.2), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, subject to if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable insolvencyjurisdiction (“Certificated Securities”), bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral no Loan Party that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of not a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of Any Mortgages delivered after the Mortgages is Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens as expressly permitted provided by clause (aSection 7.3), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the CAA Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in . In the case of the Pledged SecuritiesCapital Stock described in the Guarantee and Security Agreement, upon the earlier of (A) when any stock certificates representing such Pledged Securities Capital Stock are delivered to the CAA Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) and, in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for Pledged Capital Stock that is a “controlsecurity” (as described defined in Section 9-104 of the UCC; (iii) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all any other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)3.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by CAA Collateral Agent) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds and products thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Security Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (it being understood ii) will remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that subsequent recordings in (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the United States Patent Closing Date; and Trademark Office and on or prior to the United States Copyright Office may Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be necessary to perfect a Lien on registered trademarksfiled, trademark applicationsduly completed UCC termination statements, patents, patent applications and registered copyrights acquired signed by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest relevant secured party, in Intellectual Property Collateral that is created under the laws respect of a jurisdiction outside the United States. Any each such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)UCC Financing Statement. (cb) Each of the Mortgages is effective to create in favor of the CAA Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds and products thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, ; and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c3.21(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by Borrower and Collateral Agent (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(c)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds and products thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Persons holding Liens expressly or other encumbrances or rights permitted by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Senior Secured PartiesParties specified therein, a legal, valid, binding valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock, subject to applicable insolvencyas defined and described in the Guarantee and Collateral Agreement, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when stock certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtCollateral Agent, and (i) in the case of the Pledged Securitiesother Collateral described in the Security Documents, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property other Security Agreement Documents shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties party thereto in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderreferred to therein, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and the United States Copyright Office case of Collateral other than Pledged Stock (which may be necessary subject to perfect a Lien on registered trademarksLiens for certain Statutory Prior Claims), trademark applicationsLiens permitted by Section 8.3). As of the Second Restatement Date, patentsthere are no Statutory Prior Claims that encumber any Pledged Stock, patent applications and registered copyrights acquired by except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary Capital Stock of Canada’s Wonderland Company prior to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)amalgamation with 3147010 Nova Scotia Company. (cb) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties specified therein, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed or registered in the offices specified on Schedule 3.19(c5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, except Liens expressly permitted by clause (a)Section 8.3. Schedule 1.1 lists, (f) as of the Second Restatement Date, each site of owned real property and (g) each leasehold interest in real property held by Cedar Fair LP or any of Section 6.02its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights products thereof as required thereby. In the case of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged SecuritiesEquity Interests represented by certificates, upon the earlier of (Ax) when such Pledged Securities certificates are delivered to the Collateral Agent and or (By) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.16(a); , (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), 3.16(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement shall constitute a fully perfected Lien onhave been completed, all right(iii) the Deposit Accounts and Securities Accounts, title and interest of when Account Control Agreements have been executed by the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors parties contemplated thereby and (including iv) any Mortgage executed and delivered in accordance with respect to specific performance) principles the provisions of equitySections 5.12 or 5.13 (if any), whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement when such Mortgage 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)the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.12 or 5.13, in each case within the time period prescribed Lien created by Applicable Law, such Intellectual Property Security the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds and products thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except except, with respect to priority only, Permitted Liens) (it being understood that subsequent recordings Prior Liens and, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of collateral constituting Equity Interests, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselPermitted Equity Liens). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior case, to the extent such Lien can be perfected by delivery of such collateral, the filing of any UCC financing statements or execution and superior in right to delivery of any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02account control agreements.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii4.19(a) in to the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)Disclosure Letter, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Capital Stock of any Group Member that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except subject only to Liens expressly permitted by clause (aSection 7.3), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Capital Stock described in the Security 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Capital Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (iii) in the case of the Pledged Securitiesother Collateral not described in clause (i) constituting personal property described in the Security Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings, agreements and actions specified on Schedule 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a3.15(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)may be, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Permitted Priority Liens). Other than as set forth on Schedule 3.15(a), as of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applicationsnone of the Capital Stock of any Borrower, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Tower LLC or Company Subsidiary Guarantor that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property limited liability company or partnership is a Certificated Security (as defined in the Guarantee and Collateral Security Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (cb) Each of the Mortgages is delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by clause (a), (f) and (g) of Section 6.02any Loan Party.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, subject to if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable insolvencyjurisdiction (“Certificated Securities”), bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including when certificates representing such Pledged Stock together with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and applicable endorsements are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement and with respect to which a security interest can be perfected by the filing of a financing statement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii4.19(a) in and the case of Deposit Accounts not constituting Excluded Perfection Assetsother actions, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assetsif any, upon the earlier of (A) the filing of financing statements in the offices specified set forth on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited 3 to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securitieshave been taken, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, 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 with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral no Loan Party that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under a Certificated Security. As of the laws of Closing Date, no Loan Party that is a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower limited liability company or its legal counsel)partnership has any Capital Stock that is a Certificated Security. (cb) Each of Any Mortgages delivered after the Mortgages is Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except subject to the Liens expressly permitted by clause Section 7.3(a), (ae), (f) and ), (g), (h) of Section 6.02or (r).

Security Documents. (a) Each Mortgage, when executed and delivered by the relevant Loan party, and properly filed and recorded (with all required filing and recording fees being paid) in the office(s) specified in Schedule VIII shall constitute a Lien on, and security interest in, all right, title, interest, claim and estate of each Subsidiary Guarantor, Joint Venturer, or Borrower executing such Mortgage on the Mortgaged Property described therein, security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, other than with respect to the Permitted Liens. (b) The Guarantee Security Agreement (Capital Stock and Collateral Agreement Partnership Interest) is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable security interest interests in the Collateral Capital Stock and partnership interests of the Subsidiaries described therein and proceeds thereofthereof and, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer when the stock certificates and other laws now or hereafter in effect generally affecting rights of creditors and partnership certificates (including with respect to specific performanceif any) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities described therein are delivered to the Collateral Agent Agent, and (B) when such financing statements in appropriate form are describing such Collateral as may be necessary to be filed in the offices specified on Schedule 3.19(a); (ii) appropriate jurisdictions in order to perfect the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)security interest being granted, the Guarantee Security Agreement (Capital Stock and Collateral Agreement Partnership Interests) shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien first priority lien on, and security interest in, all right, title and interest of the grantors thereunder Borrower, or each Subsidiary owning Capital Stock or partnership interests of another Subsidiary, in such Capital Stock and partnership interests and the Intellectual Property Collateral, proceeds thereof as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person when financing statements in appropriate form are properly filed (except with respect to Permitted Liensall required filing fees deemed paid) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest office(s) specified in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Schedule IX. (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when stock certificates representing such Pledged Stock are delivered to the discretion Administrative Agent together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the court before which any proceeding therefor may be broughtrelevant Group Member, and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement in which a security interest can be perfected by filing under the Uniform Commercial Code, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of Collateral other than Pledged Stock, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (cb) Each of the Mortgages is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted Person. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by clause (a), (f) and (g) the Borrower or any of Section 6.02its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law and to at law. In the discretion case of the court before which any proceeding therefor may be brought, and (i) the Capital Stock described in the case Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the Pledged New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), upon the earlier of (A) when certificates representing such Pledged Securities Capital Stock are delivered to the First Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and (Bii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a5.19(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assetsmay be, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Intellectual Property Collateralproceeds thereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the First Lien Term Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Liens permitted hereunder). Other than as set forth on Schedule 5.19(a), as of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws Capital Stock of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (cb) Each of the Mortgages is delivered pursuant to Section 7.08(b) is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in at law, and to the discretion of the court before which any proceeding therefor may be brought, and when . When the Mortgages are recorded in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC 1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (except Liens expressly permitted by clause (aas defined in the relevant Mortgage), (fin each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and (g) held by Holdings or any of Section 6.02its Restricted Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in the Guarantee and Collateral Agreement, when such Pledged Collateral is delivered to the 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 applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer an Account Control Agreement (as defined in the Guarantee and other laws now or hereafter in effect generally affecting rights of creditors Collateral Agreement) and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement that can be perfected by the filing of such financing statement or other filing, upon or by the earlier filing and recording of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) an intellectual property security agreement, as applicable, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a4.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form intellectual property security agreements are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed recorded in the United States Patent and Trademark Office and the United States Copyright Office, respectivelyas applicable, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except (other than with respect to Permitted LiensCollateral consisting of Capital Stock) (Liens permitted by Section 7.3), it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications, issued patents, patent applications applications, and registered copyrights (including exclusive licenses to registered copyrights under which a Loan Party is the licensee) acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Closing Date. (cb) Each of the Mortgages is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(cin the local counsel legal opinions delivered in connection with the Mortgages (which legal opinions for the Existing Mortgages were those delivered under the Existing Credit Agreement), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except Liens expressly permitted by clause (aSection 7.3). Schedule 1.1B lists, (f) as of the Closing Date, each parcel of owned real property located in the United States and (g) of Section 6.02held by the Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor Counterparts of the Collateral Subsidiary Guarantee executed by each Domestic Subsidiary, counterparts of an amendment (in form and substance acceptable to the Agent, for ) to the ratable benefit Share Pledge Agreement and counterparts of the Senior Secured PartiesSecurity Agreement signed on behalf of the Obligors party thereto, a legaltogether with the following: (i) certificates representing all the outstanding Capital Securities of each Subsidiary owned by or on behalf of any Obligor as of the Closing Date (except that certificates representing Capital Securities of any foreign Subsidiary may be limited to 65% of the outstanding equity interest of such foreign Subsidiary), validand stock powers and instruments of transfer, binding and enforceable security interest endorsed in the Collateral described therein and proceeds thereofblank, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performancesuch stock certificates; (ii) principles the results of equity, whether considered in a proceeding in equity the search of the UCC (or in law equivalent) and tax Liens and judgment Liens made with respect to the discretion of Obligors and any predecessor company identified pursuant to the court before which any proceeding therefor may be brought, and (i) Security Agreement in the case of the Pledged Securities, upon the earlier of each jurisdiction (A) when such Pledged Securities are delivered to the Collateral Agent in which each Obligor and each predecessor company is organized and (B) when in respect of tax Liens and judgment Liens, where each Obligor and each predecessor company has its chief executive office or has had its chief executive office within the last four months prior to the Closing Date; and copies of the financing statements in appropriate form (or other documents) disclosed by such search and evidence that the Liens indicated by such financing statements (or similar documents) are filed in permitted by Section 8.06 or have been released or, simultaneously with the offices specified on Schedule 3.19(a); (ii) in the case initial extensions of Deposit Accounts not constituting Excluded Perfection Assetscredit hereunder, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; will be released; (iii) in subject to the case terms of Securities Accounts not constituting Excluded Perfection Assetsthe Security Agreement, upon the earlier of (A) such other executed documentation as the filing of financing statements in the offices specified on Schedule 3.19(a) Agent may deem necessary to perfect and protect its Liens, including intellectual property assignments for all intellectual property pledged as Collateral, subordination agreements and control agreements with respect to all deposit, commodity and security account and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter the possession of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement which is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Lien therein; and (iv) written evidence that is created appropriate UCC financing statements necessary to protect the Liens under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Security Agreement have been recorded. (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, shall have a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case (i) to the extent required herein or in the Security Documents and (ii) prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and Trademark Office and except as otherwise not required under the United States Copyright Office may be necessary to perfect a Lien on registered trademarksLoan Documents). As of the Closing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or Capital Stock of any Group Members (other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral than any Immaterial Subsidiary) that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Liens expressly permitted pursuant to Section 7.3). (c) Each of the UK Security Documents will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as applicable, in the offices for the applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by clause (aSection 7.3), (f) and (g) . No restriction or condition of Section 6.02law or any agreement exists or applies to the ability of the applicable Loan Parties to transfer or grant a security interest in or charge the Collateral.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (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)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), subject when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity the Administrative Agent or in law and blank by an effective indorsement) are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii4.19(a) in to the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)Disclosure Letter, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, to the extent a security interest may be perfected by such filings, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Loan Parties that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when stock certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent (together with a properly completed and signed stock power or endorsement), and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(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 with respect to Permitted Liens) (it being understood that subsequent recordings for Liens arising under the First Lien Security Documents and, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of Collateral other than Pledged Stock, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (cb) Each of the Mortgages is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(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 that the security interest created in such property may be subject to the Liens expressly permitted by clause (aSection 7.3). Schedule 1.1B lists, (f) as of the Closing Date, each parcel of owned real property and (g) each leasehold interest in real property located in the United States and held by the Borrower or any of Section 6.02its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, bankruptcy, reorganization, moratoriummoratorium 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 Capital Stock described in the Guarantee and Collateral Agreement, fraudulent transfer when any stock certificates representing such Pledged Capital Stock (and other laws now or hereafter constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, in effect generally affecting rights the case of creditors and (including any deposit accounts, when control agreements have been executed with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be broughtsuch deposit accounts, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)3.18(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, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds and products thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens). Schedule 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (it being understood that subsequent recordings in ii) will be terminated on or prior to the United States Patent Closing Date; and Trademark Office and on or prior to the United States Copyright Office may Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be necessary to perfect a Lien on registered trademarksfiled, trademark applicationsduly completed UCC termination statements, patents, patent applications and registered copyrights acquired authenticated by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest relevant secured party, in Intellectual Property Collateral that is created under the laws respect of a jurisdiction outside the United States. Any each such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)UCC Financing Statement. (cb) Each of the Mortgages is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds and products thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, ; and when the Mortgages are filed or recorded in the offices specified on Schedule 3.19(c3.18(b) (in the case of Mortgages to be executed and delivered pursuant to Section 4.1(a)(iii)) or in the office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds and products thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Persons holding Liens expressly or other encumbrances or rights permitted by clause (athe relevant Mortgage or the Loan Documents), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, 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 with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 to have priority over the United States Copyright Office may be necessary to perfect a Lien on registered trademarksof the Administrative Agent). As of the Closing Date, trademark applicationsnone of the Borrower, patentsIntermediate Holdings, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Holdings or any Guarantor that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)not Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person. (except Liens expressly permitted c) The PC Documents delivered by clause any PC Entity to any Loan Party pursuant to this Agreement are (aor, 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 (f) or such similarly defined term), in each case, free and clear of all Liens (g) of Section 6.02other than the Liens created under the PC Documents).

Security Documents. (a) The Except with respect to any Foreign Intellectual Property, the Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and proceeds thereofCollateral Agreement) (except, subject as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, bankruptcyfraudulent conveyance, reorganization, moratorium, fraudulent transfer moratorium and other similar laws now relating to or hereafter in effect affecting creditors’ rights generally affecting rights (other than the provisions of creditors and the United States Bankruptcy Code conferring hypothetical lien creditor status upon a bankruptcy trustee), general equitable principles (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law at law) and to an implied covenant of good faith and fair dealing) and the discretion of the court before which any proceeding therefor may be brought, proceeds thereof and (i) when the Pledged Equity Interests (as defined in the case of Guarantee and Collateral Agreement and to the Pledged Securities, upon the earlier of (Aextent a certificate represents such interests) when such Pledged Securities are delivered to the Collateral Agent Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Group Member in such Pledged Equity Interests, in each case prior and superior in right to any other Person (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law), and (Bii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations5.19(a), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), 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 Senior Secured Loan Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder(other than Intellectual Property), in each case prior and superior in right to the rights of any other Person (exceptPerson, in the case of all Collateral each case, other than Pledged Securities, with respect to Permitted Liens, and in respect Liens expressly permitted by Section 8.3. In connection with Collateral consisting of Pledged Securitiesdeposit accounts, the Permitted Liens set forth in clause applicable Loan Party has taken all actions necessary or desirable to establish the Collateral Agent’s “control” (e) within the meaning of Section 6.02)9-104 of the UCC) over such accounts. (b) Each Upon the recordation of one or more Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including Agreements with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and or the United States Copyright Office, respectivelyas applicable, together with the financing statements in appropriate form filed in the offices specified in on Schedule 3.19(a5.19(a), the Lien created under the Guarantee and Collateral Agreement in each case within favor of the time period prescribed by Applicable LawCollateral Agent for the ratable benefit of the Secured Parties, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in Collateral consisting of the Intellectual Property Collateral, as in which a security for interest may be perfected by filing in the Secured Obligations arising hereunderUnited States, in each case prior and superior in right to any other Person (except other than with respect to Permitted LiensLiens permitted by Section 8.3) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office Office, as applicable, may be necessary to perfect a Lien on registered trademarks, trademark applications, United States trademarks and patents, United States trademark and patent applications and or United States registered copyrights acquired or created by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counseldate hereof). (c) Each The form of the Mortgages is Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded such Mortgage is filed, with appropriate changes to comply with requirements in the offices specified on Schedule 3.19(c)applicable jurisdiction, each in the applicable offices, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof applicable Loan Party in such Mortgaged Property and the proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by clause (a), (f) and (g) of Section 6.028.3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Senior Secured Parties, a legal, valid, binding legal and enforceable valid security interest in the Collateral described therein and proceeds thereof(subject, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged SecuritiesSecurities described in the Guarantee and Collateral Agreement, upon to the earlier 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 (Ai) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent and subject to the receipt of any approvals required by the applicable Gaming Authorities (Bincluding those described in Section 10.24) when financing statements in appropriate form are filed in order to pledge any of the offices specified on Schedule 3.19(a); Gaming Collateral of any entity licensed by or registered with such Gaming Authorities and (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.17(a), the Guarantee and Collateral Agreement Agent shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the Intellectual Property Collateralextent 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 delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Obligations. (cb) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Senior Secured Parties, Parties a legal, valid, binding, subsisting legal and enforceable valid Lien on, and security interest in, all of on the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder mortgaged property described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, ; and when the Mortgages are recorded such Mortgage is filed in the offices specified on Schedule 3.19(c)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property mortgaged property and the proceeds thereof, as security for the Secured Obligations hereunder, (as defined in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, indorsed to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity the Administrative Agent or in law and blank by an effective indorsement) are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii4.19(a) in to the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)Disclosure Letter, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Capital Stock of any Group Member that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except subject only to Liens expressly permitted by clause (aSection 7.3), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and Collateral Agreement) and the proceeds thereofthereof except as enforceability may be limited by applicable bankruptcy, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer moratorium or similar laws affecting the enforcement of creditors’ rights generally and other laws now by general equitable principles (whether enforcement is sought by proceedings in equity or hereafter in effect generally affecting rights of creditors at law) and (including except with respect to specific performance) principles any additional actions and documents that need to be entered into that are required under foreign law (with respect to any Equity Interests of equity, whether considered a Foreign Subsidiary or assets or property located in a proceeding in equity or in law foreign jurisdiction) to create a legal, valid and to the discretion of the court before which any proceeding therefor may be brought, enforceable security interest and (i) when the original Pledged Collateral (as defined in the case of the Pledged SecuritiesGuarantee and Collateral Agreement), upon the earlier of (A) when such Pledged Securities are along with any necessary transfer documents or instruments, is delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in Agent, the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Intellectual Property such Pledged Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except in each case, other than (y) Liens on cash collateral permitted pursuant to Section 6.02(xiv) and (z) non-consensual Liens permitted under Section 6.02(iv)), and (ii) (A) for Collateral with respect to Permitted Lienswhich a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent of such Collateral, (B) (it being understood that subsequent recordings when financing statements in appropriate form are filed in the United States Patent offices specified on Schedule 3.18(a), (C) the actions described in clause (i) above with respect to Pledged Collateral and Trademark Office and the United States Copyright Office (D) upon taking (1) any other perfection action as may be necessary to perfect a required under the UCC or any other applicable law and (2) any other action (including creation action) as may be required under foreign law, the Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of Agreement will constitute a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable fully perfected Lien on, and security interest in, all of the Loan Parties’ right, title and interest of the Loan Parties in such Collateral (other than federally registered copyrights) in which a security interest may be perfected pursuant to Article 9 of the UCC, in each case prior and superior in right to the Mortgaged Property thereunder and proceeds thereofany other Person, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including than with respect to specific performanceLiens permitted by Section 6.02. (b) principles Upon the recordation of equity, whether considered the fully-executed Guarantee and Collateral Agreement (or a short-form security agreement in a proceeding in equity or in law, form and substance reasonably satisfactory to the discretion of Borrower and the court before which any proceeding therefor may be broughtCollateral Agent) with the United States Copyright Office, the Lien created under the Guarantee and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property the federally registered Copyrights (as defined in the Guarantee and proceeds thereof, as Collateral Agreement) in which a security for interest may be perfected by filing in the Secured Obligations hereunderUnited States, in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by clause Section 6.02 (ait being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a Lien on registered copyrights acquired by the Loan Parties after the date hereof), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in . In the case of the Pledged SecuritiesCapital Stock described in the Guarantee and Security Agreement, upon the earlier of (A) when any stock certificates representing such Pledged Securities Capital Stock are delivered to Agent (or, prior to the Collateral Agent and Payment in Full of the First Lien Secured Obligations (B) when financing statements in appropriate form are filed as defined in the offices specified on Schedule 3.19(aIntercreditor Agreement); (ii) , to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for Pledged Capital Stock that is a “controlsecurity” (as described defined in Section 9-104 of the UCC; (iii) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all any other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)3.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds and products thereof, as security for the Secured Obligations arising hereunderobligations secured thereby, in each case prior and superior in right to any other Person (except with respect to Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (it being understood ii) will remain on file after the Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that subsequent recordings in (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the United States Patent Funding Date; and Trademark Office and on or prior to the United States Copyright Office may Funding Date, Borrower will have delivered to Agent, or caused to be necessary to perfect a Lien on registered trademarksfiled, trademark applicationsduly completed UCC termination statements, patents, patent applications and registered copyrights acquired signed by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest relevant secured party, in Intellectual Property Collateral that is created under the laws respect of a jurisdiction outside the United States. Any each such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)UCC Financing Statement. (cb) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds and products thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, ; and when the Mortgages (or the Mortgage amendments required by Section 4.1(o)) are recorded filed in the offices specified on Schedule 3.19(c3.21(b) (in the case of Mortgages executed and delivered on or prior to the Closing Date) or in the recording office designated by Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.12(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds and products thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Persons holding Liens expressly or other encumbrances or rights permitted by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of the Pledged Stock described in law and the Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the discretion of Administrative Agent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the court before which any proceeding therefor may be broughtAdministrative Agent to the extent delivery is required by the Collateral Agreement), and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to other Collateral described in the Collateral Agent and (B) Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(a), the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the Senior Secured Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to the rights of any other Person (except, in the case of all Collateral other than Pledged SecuritiesStock, with respect to Permitted Liens, and in respect Liens permitted by this Agreement). In the case of Pledged Securities, the Permitted Liens set forth in clause (e) Collateral consisting of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create described in favor of the Collateral AgentAgreement, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding when filings are made as described above and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectivelythe Collateral Agreement will constitute a valid perfected Lien on, together with financing statements and security interest in, all right, title and interest of the Loan Parties in appropriate form filed in such Collateral and the offices specified in Schedule 3.19(a)proceeds thereof, as security for the Obligations, in each case within prior and superior in right to any other Person (except Liens permitted by this Agreement). (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the time period prescribed Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by Applicable Lawapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Intellectual Property Security Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office such Collateral and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02). (c) Upon recording thereof in the appropriate recording office, each of the 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, except as such enforceability may be limited by 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, Lender a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement of creditors’ rights generally affecting rights of creditors and or by general equitable principles (including with respect to specific performance) principles of equity, whether considered in a proceeding enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in law the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtLender, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)4.19, the Guarantee and Collateral Agreement Lender shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case case, prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property case of Collateral that is created under the laws Pledged Stock, Liens permitted by Section 7.2 which arise by operation of a jurisdiction outside the United Stateslaw). Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, Lender a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case case, prior and superior in right to any other Person (except subject to Liens expressly permitted by clause (aSection 7.2), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Security Documents are effective to create in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the Senior Secured Parties, Parties a legal, valid, binding valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereoftherein, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and any Liens permitted by Section 8.3. (including with respect to specific performanceb) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which When any proceeding therefor may be brought, and (i) in the case of the stock certificates representing Pledged Securities, upon the earlier of (A) when such Pledged Securities Collateral are delivered to the Collateral Agent Administrative Agent, and (B) when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.16 have been filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described jurisdictions listed in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)5.16, the Guarantee and Collateral Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, Loan Party party thereto in the case of all Collateral other than “Pledged SecuritiesCollateral” described therein, with respect subject to Permitted Liens, and in respect of Pledged Securities, the Permitted any Liens set forth in clause (e) of permitted by Section 6.02)8.3. (bc) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with proper financing statements or other applicable filings listed in appropriate form Schedule 5.16 have been filed in the offices specified in the jurisdictions listed in Schedule 3.19(a)5.16, in each case within the time period prescribed by Applicable Law, such Intellectual Property security interest granted under the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the grantors thereunder Borrower and those Loan Parties party thereto in the Intellectual Property portion of the “Collateral, as security for ” described therein that consists of assets included in the Secured Obligations arising Borrowing Base hereunder, in each case prior and superior in right which can be perfected by such filing, subject to any other Person Permitted Borrowing Base Liens. (except d) When an Account Control Agreement has been entered into with respect to Permitted Liens) (it being understood that subsequent recordings in each Pledged Account, the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Party thereto in such Mortgaged Property and proceeds thereofthe portion of the “Collateral” described therein that consists of Pledged Accounts, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a)Person, (f) and (g) of Section 6.02subject to any Permitted Cash Management Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, thereof and (i) when the Pledged Stock (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Pledged Debt Securities (as each such term is defined in the case of the Pledged Securities, upon the earlier of (AGuarantee and Collateral Agreement) when such Pledged Securities 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 (Bii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, 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, other than with respect to Liens expressly permitted by Section 6.02 and with respect to Collateral consisting of Investment Property (as defined in the UCC); . (iib) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the case of Deposit Accounts not constituting Excluded 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 AssetsIntellectual Property”), by upon the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 the Guarantee and Collateral Agreement and the recordation of the UCC; Guarantee and Collateral Agreement (iiior such short-form security agreement) in with the case of Securities Accounts not constituting Excluded Perfection Assets, upon United States Patent and Trademark Office and the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case payment of all other Collateral described therein (other than Mortgaged Propertiesapplicable fees, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when together with the financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Perfection Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Perfection Intellectual Property Collateral, as to the extent that a security for interest may be perfected by filing in the Secured Obligations arising hereunderUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)person. (c) Each of The Mortgages, upon the Mortgages is effective to 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 Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, on all of the Loan Parties’ ' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified on in Schedule 3.19(c)) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except person, other than with respect to the rights of persons pursuant to Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereoftherein, except as enforceability may be subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law and at law. Subject to the discretion terms of the court before which any proceeding therefor may be brought, and (iSection 5.9(c) in the case of (i) the Pledged SecuritiesCapital Stock described in the Collateral Agreement, upon the earlier of (A) when any stock certificates representing such Pledged Securities Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); Trustee, (ii) in Collateral with respect to which a security interest may be perfected only by possession or control, upon the case taking of Deposit Accounts not constituting Excluded Perfection Assets, possession or control by the execution Collateral Trustee of such Collateral, and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) the other personal property Collateral described in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the Security Documents as to which a security interest can be perfected by filing of a UCC financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)statement, when financing statements in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and such other filings as are specified on Schedule 3.19(a)by the Collateral Agreement have been completed, the Guarantee and Lien on the Collateral created by the Collateral Agreement shall (to the extent so required by Section 5.9(c) and the Security Documents) constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, Trustee for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien Parties on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Intellectual Property such Collateral, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to the Liens of any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, subject to applicable insolvencywhen any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, bankruptcyas applicable, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein in the Guarantee and Collateral Agreement (other than Mortgaged Propertiesexcluding Collateral consisting of registered and applied for United States patents, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligationstrademarks and copyrights), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a6.19(a) -1 (which financing statements have been duly completed and delivered to the Administrative Agent), when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of registered and applied for United States patents, trademarks or copyrights, to Permitted Liens) (it being understood that subsequent recordings in the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to shall perfect the Collateral Agent’s Lien and security interest in Intellectual Property Collateral that is created under the laws Guarantee and Collateral Agreement in all right, title and interest of a jurisdiction outside the United States. Any Loan Parties in such additional filings and/or other actions that may be necessary Collateral and the proceeds thereof (subject to perfect the Collateral Agent’s security interest in registrations limitations and applications for registration of Intellectual Property (as defined requirements set forth in the Guarantee and Collateral Agreement) included as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens). Schedule 6.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Intellectual Property Collateral Closing Date. Schedule 6.19(a) -3 lists each UCC Financing Statement that is created under the laws of a jurisdiction outside the United States shall (i) names any Loan Party as debtor and (ii) will be described in writing terminated on or prior to the Collateral Agent Closing Date; and its legal counsel 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 Borrower or its legal counsel)relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19(a) -3. (cb) Each of the Mortgages is effective Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer ; and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall upon due filing constitute a fully first priority perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any other Person (except other than Persons holding Permitted Liens expressly or other encumbrances or rights permitted hereunder or by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law and to at law. In the discretion case of the court before which any proceeding therefor may be brought, and (i) the Capital Stock described in the case Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the Pledged New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), upon the earlier of (A) when certificates representing such Pledged Securities Capital Stock are delivered to the Collateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and (Bii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a5.19(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assetsmay be, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Intellectual Property Collateralproceeds thereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of ▇▇▇▇▇ permitted hereunder). Other than as set forth on Schedule 5.19(a), as of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksSixth Amendment Effective Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws Capital Stock of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (cb) Each of the Mortgages is delivered pursuant to Section 7.08(b) is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in at law, and to the discretion of the court before which any proceeding therefor may be brought, and when . When the Mortgages are recorded in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (except Liens expressly permitted by clause (aas defined in the relevant Mortgage), (fin each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Sixth Amendment Effective Date, each parcel of owned real property located in the United States and (g) held by Holdings or any of Section 6.02its Restricted Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesCredit Parties referred to therein, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in law and to the discretion of the court before which any proceeding therefor may be broughtproper form, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered delivery to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, all possessory collateral required to be delivered by the execution and delivery of Control Agreements providing Security Agreement, the Collateral Agent for “control” as described in Section 9-104 the benefit of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection AssetsCredit Parties, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to will have a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Senior Secured Parties grantors thereunder in such all Collateral and proceeds thereofthat may be perfected under the UCC (in effect on the date this representation is made) by filing, as security for the Secured Obligations arising hereunderrecording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to the rights of any other Person (exceptto the extent required by the Loan Documents, in the case of all Collateral other than Pledged Securities, with respect subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02)Encumbrances having priority under applicable Law. (b) Each Intellectual Property When the Security Agreement is effective to create (or a short form thereof) in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement proper form is filed in the United States Patent and Trademark Office and the United States Copyright OfficeOffice and when financing statements, respectively, together with financing statements releases and other filings in appropriate form are filed in the offices specified in Schedule 3.19(a)of the Secretary of State (or equivalent entity) of the respective jurisdictions of organization of each of the Loan Parties, in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement Collateral Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the Intellectual Property CollateralCollateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as security for the Secured Obligations arising hereunderapplicable, in each case prior and superior in right to any other Person (except with respect to the extent required by the Loan Documents, subject to Permitted Liens) Encumbrances having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselEffective Date). (c) Each Schedule 5.18 attached hereto contains a complete and accurate list in all material respects as of the Mortgages is effective to create Effective Date of all Material Real Estate, if any, as of such date. Upon recordation in favor the proper recording offices of the Collateral Agentmortgages, for if and when applicable, the ratable benefit mortgages shall each constitute a perfected first priority Lien (subject to the terms of the Senior Secured Parties, a legal, valid, binding, subsisting Intercreditor Agreement and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and other Permitted Encumbrances permitted to be senior to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performanceLiens securing the Obligations) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Parent and its Restricted Subsidiaries in such Mortgaged Property and proceeds thereofthe Collateral described therein, as security for the Secured Obligations hereunder, in each case prior and superior in right subject only to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.027.01.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, subject to applicable insolvencywhen any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, bankruptcyas applicable, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon other Collateral described in the earlier of (A) when such Pledged Securities are delivered to the Guarantee and Collateral Agent and (B) Agreement when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a6.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, when deposit account control agreements have been executed by the execution Administrative Agent, the account holder and delivery of Control Agreements providing for “control” the relevant depository institution, and such other filings or agreements as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices are specified on Schedule 3.19(a) 3 to the Guarantee and (B) Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the execution and delivery of Control Agreements providing for “control” as filings described in Section 9-106 the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the UCC; and (iv) in Administrative Agent on or prior to the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified Closing Date except as otherwise set forth on Schedule 3.19(a8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations , in each case prior and superior in right to any other Person (subject to Permitted Liens) (it being understood ); provided, however, that subsequent recordings in additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property Collateral acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that is created (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a)-3 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or 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 6.19 (a) 3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the laws Laws of a the jurisdiction outside of formation of the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest applicable Foreign Subsidiary) in registrations and applications for registration any Capital Stock or assets of Intellectual Property (any Foreign Subsidiary, or as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral rights and remedies of the Agent and its legal counsel by the Borrower or its legal counsel)any Lender with respect thereto, under foreign law. (cb) Each of the Mortgages is effective Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer ; and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall upon due filing constitute a fully first priority perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any other Person (except other than Persons holding Permitted Liens expressly or other encumbrances or rights permitted hereunder or by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) [RESERVED]. (b) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law at law. The financing statements, releases and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities other filings are delivered to the Collateral Agent and (B) when financing statements in appropriate form are and have been or will be filed in the offices specified on in Schedule 3.19(a); II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (ii) as defined in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to Agent will have a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Senior Secured Parties 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 and subject to the limitations relating to such proceeds thereofin the UCC) or by obtaining control, as security for under the Secured Obligations arising hereunder, UCC (in effect on the date this representation is made) in each case prior and superior in right to the rights of any other Person (exceptPerson, in the case of all Collateral other than Pledged Securities, with respect to holders of Permitted Liens, and in respect Encumbrances having priority by operation of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02)applicable Law. (bc) Each Intellectual Property Security Agreement is effective to create in favor of When the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright OfficeOffice and when financing statements, respectively, together with financing statements releases and other filings in appropriate form are filed in the offices specified in Schedule 3.19(a)II of the Security Agreement, in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the Intellectual Property Collateral(as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as security for the Secured Obligations arising hereunderapplicable, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(cClosing Date), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest other than holders of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted Permitted Encumbrances having priority by clause (a), (f) and (g) operation of Section 6.02applicable Law.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law and to at law. In the discretion case of the court before which any proceeding therefor may be brought, and (i) the Capital Stock described in the case Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the Pledged New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), upon the earlier of (A) when certificates representing such Pledged Securities Capital Stock are delivered to the Collateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and (Bii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a5.19(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assetsmay be, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Intellectual Property Collateralproceeds thereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Liens permitted hereunder). Other than as set forth on Schedule 5.19(a), as of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws Capital Stock of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (cb) Each of the Mortgages is delivered pursuant to Section 7.08(b) is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in at law, and to the discretion of the court before which any proceeding therefor may be brought, and when . When the Mortgages are recorded in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (except Liens expressly permitted by clause (aas defined in the relevant Mortgage), (fin each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and (g) held by Holdings or any of Section 6.02its Restricted Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Security Documents are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Senior Secured Parties, Parties a legal, valid, binding valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereoftherein, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and any Liens permitted by Section 8.3. (including with respect to specific performanceb) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which When any proceeding therefor may be brought, and (i) in the case of the stock certificates representing Pledged Securities, upon the earlier of (A) when such Pledged Securities Collateral are delivered to the Collateral Agent Agent, and (B) when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.16 have been filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described jurisdictions listed in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)5.16, the Guarantee Pledge Agreement and Collateral the GP Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, Loan Party party thereto in the case of all Collateral other than “Pledged SecuritiesCollateral” described therein, with respect subject to Permitted Liens, and in respect of Pledged Securities, the Permitted any Liens set forth in clause (e) of permitted by Section 6.02)8.3. (bc) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with proper financing statements or other applicable filings listed in appropriate form Schedule 5.16 have been filed in the offices specified in the jurisdictions listed in Schedule 3.19(a)5.16, in each case within the time period prescribed by Applicable Law, such Intellectual Property security interest granted under the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of in the Borrowers and those Loan Parties party thereto in the portion of the “Collateral” described therein that consists of assets included in the Borrowing Base hereunder, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Party thereto in the Intellectual Property portion of the “Collateral” described therein that consists of Pledged Accounts, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereofPerson, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02Permitted Cash Management Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and stock certificates representing such Pledged Stock having been delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are having been filed in the offices specified on Schedule 3.19(a); (ii4.19(a) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” such other filings as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices are specified on Schedule 3.19(a) 3 to the Guarantee and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). Notwithstanding the foregoing, it being is understood that subsequent recordings fixture filings are not being made in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws respect of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Tower locations which are not Mortgaged Properties. (cb) Each of the Mortgages is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer . Upon (i) the filing of the Mortgage Assignments and other laws now or hereafter Mortgage Amendments in effect generally affecting rights the appropriate recording office (in the case of creditors the Mortgages executed and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and delivered prior to the discretion Effective Date) or the filing of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(crecording office 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 grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Persons holding Liens expressly or other encumbrances or rights permitted by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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 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”), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Loan Parties that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02Person.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law at law. The UCC financing statements, releases and to other filings delivered by the discretion of Loan Parties on the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities Closing Date are delivered to the Collateral Agent and (B) when financing statements in appropriate form are and have been or will be filed in the offices specified on Schedule 3.19(a); (ii) in the case Security Agreement. Upon such filings and/or the obtaining of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” (as described such term is defined in Section 9-104 of the UCC; (iii) in to the case of Securities Accounts not constituting Excluded Perfection Assets, upon extent required by the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)Loan Documents, the Guarantee and Collateral Agreement shall constitute Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Senior Secured Parties 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 and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior subject to the rights of any other Person (except, limitations relating to such proceeds in the case of all Collateral other than Pledged SecuritiesUCC) or, with respect to Permitted Liensthe extent required by the Loan Documents, and by obtaining control, under the UCC (in respect of Pledged Securities, effect on the Permitted Liens set forth in clause (e) of Section 6.02date this representation is made). (b) Each Intellectual Property When the Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, (or a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds short-form version thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright OfficeOffice and when financing statements, respectively, together with financing statements releases and other filings in appropriate form are filed in the offices specified in Schedule 3.19(a)the Security Agreement, in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the Intellectual Property Collateral(as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counseldate hereof). (c) Each of the The Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof(as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in at law, and to . Upon the discretion filing of the court before which Mortgages with the appropriate Governmental Authorities and the payment of any proceeding therefor may be broughtmortgage recording taxes or fees, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereof thereunder in all Mortgaged Property that may be perfected by such filing (including without limitation the proceeds of such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (aProperty), (f) and (g) of Section 6.02.

Security Documents. (a) The When executed and delivered, the Guarantee and Collateral Agreement is will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion extent contemplated by the Guarantee and Collateral Agreement. In the case of the court before which any proceeding therefor may be broughtPledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, to the extent contemplated by the Guarantee and Collateral Agreement, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of Collateral other than Pledged Stock, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (cb) Each of the Mortgages is Mortgage, when executed and delivered, will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and the proceeds thereof, subject to applicable insolvencyand when such Mortgage (or a UCC-1 financing statement or other required notice thereof, bankruptcyif any, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performanceany Oil and Gas Property that is not real property) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded is filed in the offices specified on Schedule 3.19(c)applicable filing office, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property Properties and the proceeds thereof, to the extent contemplated by such Mortgage, as security for the Secured Obligations hereunder(as defined in such Mortgage), in each case prior and superior in right to any other Person (except provided that Liens expressly permitted by Section 7.3 may exist, but subject to the proviso at the end of such Section). Schedule 1.1B lists, as of the date hereof, (i) each parcel of owned real property and each leasehold interest in real property located within the geographical boundaries of the United States (other than the real properties and leasehold interests used in the Chemicals Business and the Oil and Gas Properties) 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 $10,000,000, and (ii) such additional real properties of the type specified in clause (ai) (but without regard to the minimum fair market value), such that the aggregate fair market value, in the reasonable opinion of the Borrower, of all real properties of the type specified in clause (fi) that are held by the Borrower or any of its Subsidiaries that are not listed on Schedule 1.1B does not exceed $50,000,000. The Initial Reserve Report contains a list of all Oil and (g) Gas Properties of Section 6.02the Borrower and its Subsidiaries located within the geographical boundaries of the United States as of the date hereof which are classified as Proved Reserves.

Security Documents. (a) The Guarantee Vessel Mortgage in favor of the Mortgage Trustee executed and delivered on the Closing Date, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and upon filing and recording of the Vessel Mortgage in the National Vessel Documentation Center of the United States Coast Guard in accordance with the laws of the United States, the Vessel Mortgage shall constitute a first preferred mortgage” on the Mortgaged Vessel covered thereby in favor of the Mortgage Trustee for the benefit of the Secured Parties in accordance with Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31322(a) and a “preferred mortgage” within the meaning of T▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(A). (b) The Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Senior Secured Parties, ) a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of any Pledged Collateral, subject to applicable insolvencywhen certificates or instruments, bankruptcyas applicable, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and representing such Pledged Collateral are delivered to the discretion Collateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and, in the case of the court before which other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the laws of any proceeding therefor may be broughtapplicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, and delivered or otherwise registered or recorded in the proper offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered applicable underwriters shall have provided consent to the Collateral Agent security interests therein created under the Security Documents, and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection AssetsCollateral consisting of rights under any management agreement or charter, by when the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein applicable parties thereto (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited any Loan Parties) have provided consent to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(aLiens thereon created under the applicable Security Documents), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security Agent (for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderto the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right to any other Person person (except with respect to except, in the case of Collateral other than Pledged Collateral, Permitted LiensLiens and Liens having priority by operation of law). (c) (it being understood that subsequent recordings When the Collateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarksOffice, trademark applications, patents, patent applications and registered copyrights acquired the Liens created by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States Agreement shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien constitute fully perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest interests in, all right, title and interest of the grantors thereof thereunder in Patents (as defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Mortgaged Property and proceeds thereofCollateral Agreement) registered or applied for with the United States Copyright Office, as security for the Secured Obligations hereundercase may be, in each case prior and superior in right subject to any no Liens other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02than Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, subject to if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable insolvencyjurisdiction (“Certificated Securities”), bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon other Collateral constituting personal property described in the earlier of (A) when such Pledged Securities are delivered Guarantee and Collateral Agreement and subject to the qualifications set forth in Section 4.2 of the Guarantee and Collateral Agent and (B) Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of Collateral other than Pledged Stock, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (ca) Each of Any Mortgages delivered after the Mortgages is Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by clause (aunder Section 7.3(e), (f) and (g) of Section 6.02.

Security Documents. No later than the Distribution Date, as additional security for Owner’s performance of its obligations hereunder, including payment of any indemnification obligations of Owner to Purchaser pursuant to Section 21.2, Owner shall (a) The Guarantee execute, deliver, and Collateral Agreement is effective record a mortgage and security agreement and all other agreements, documents, or instruments required or customary to create provide Purchaser with a fully perfected security interest and mortgage lien in favor and to (i) the Northern Pass Transmission Line, and (ii) all real property rights and related personal property rights, contractual rights, Governmental Approvals, or other rights of Owner relating to the Collateral AgentNorthern Pass Transmission Line and the AC Upgrades (collectively, for the ratable benefit of the Senior Secured Parties“Purchaser Mortgage”), (b) execute and deliver a legalsecurity agreement and all other agreements, validdocuments, binding and enforceable or instruments required or customary to provide Purchaser with a fully perfected security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to (i) any material contracts entered into in connection with the discretion of Northern Pass Transmission Line or the court before which any proceeding therefor may be broughtAC Upgrades, and (iii) in the case all of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered Owner’s other assets relating to the Collateral Agent Northern Pass Transmission Line and the AC Upgrades, including all personal property rights, contractual rights, Governmental Approvals, or other rights of Owner to develop, procure, construct, operate, and maintain the Northern Pass Transmission Line (B) when financing statements in appropriate form are filed in collectively, the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligationsSecurity Agreement”), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each cause each of the Mortgages is effective its members to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, grant to Purchaser a legal, valid, binding, subsisting present and enforceable Lien continuing perfected lien on, and security interest in, all of the equity interests in Owner (collectively, the “Membership Pledges,” and collectively with the Purchaser Mortgage and the Security Agreement, “Purchaser’s Security Documents”). The Purchaser’s Security Documents shall be based upon the agreements securing Owner’s obligations under the Construction Loan Parties’ rightAgreement, title and interest in and to the Mortgaged Property thereunder and proceeds thereofbut shall not include any representations, subject to applicable insolvencywarranties, bankruptcycovenants, reorganization, moratorium, fraudulent transfer and or restrictions other laws now or hereafter in effect generally affecting rights of creditors and (including than those that are reasonably required with respect to specific performance) principles the creation, validity, perfection, protection or enforcement of equityPurchaser’s security interests in the assets and property described in this Section 17.2.1 or as may otherwise be reasonably satisfactory to Purchaser, whether considered in a proceeding in equity or in lawOwner, and the Financing Parties. The Purchaser’s Security Documents shall provide that any such document may be assigned by Purchaser solely to the discretion assignee of Purchaser pursuant to a permitted assignment of this Agreement. Subject to the rights of any Financing Parties, Owner shall cause the mortgage, liens and security interests created pursuant to Purchaser’s Security Documents (collectively, “Purchaser’s Lien”) to be maintained in full force and effect at all times following the Distribution Date and until the later to occur of the court before expiration or earlier termination of the Term or the date on which any proceeding therefor may accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, finally and indefeasibly satisfied. Promptly following such later date, Purchaser shall release the Purchaser’s Lien. The granting of Purchaser’s Lien shall not be broughtto the exclusion of, and when or be construed to limit, the Mortgages are recorded in amount of any claims, causes of action or other rights accruing to Purchaser by reason of any breach by Owner under this Agreement, an Owner Default or the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest termination of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02this Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, subject to applicable insolvencywhen any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, bankruptcyas applicable, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon other Collateral described in the earlier of (A) when such Pledged Securities are delivered to the Guarantee and Collateral Agent and (B) Agreement when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a6.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent); (ii) , when or such offices applicable to any change in the case jurisdiction of Deposit Accounts not constituting Excluded Perfection Assetsorganization of any Loan Party made in compliance with Section 5.3(a) of the Guarantee and Collateral Agreement, when deposit account control agreements have been executed by the execution Administrative Agent, the account holder and delivery of Control Agreements providing for “control” the relevant depository institution, and such other filings or agreements as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices are specified on Schedule 3.19(a) 3 to the Guarantee and (B) Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the execution and delivery of Control Agreements providing for “control” as filings described in Section 9-106 the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the UCC; and (iv) in Administrative Agent on or prior to the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified Closing Date except as otherwise set forth on Schedule 3.19(a8.10 hereto or as contemplated by the Guarantee and Collateral Agreement), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens) (it being understood ); provided, however, that subsequent recordings in additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property Collateral acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that is created under (i) names any Loan Party as debtor and (ii) will remain on file after the laws Closing Date. Schedule 6.19(a)-3 lists, as of a jurisdiction outside the United States. Any such additional filings and/or other actions Closing Date, each UCC Financing Statement that may (i) names any Loan Party as debtor and (ii) will be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing terminated on or prior to the Collateral Agent Closing Date; and its legal counsel 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 Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunderrelevant secured party, in respect of each case prior and superior UCC Financing Statement listed in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.Schedule 6.19

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent when certificates representing such Pledged Equity Interests and related transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and powers are delivered to the discretion of the court before which any proceeding therefor may be broughtCollateral Agent, and (i) in the case of the Pledged Securitiesother Collateral described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in 4.19, to the case of Deposit Accounts not constituting Excluded Perfection Assets, extent that a security interest therein can be perfected by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of a financing statements statement in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)such offices, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkscase of Collateral other than Pledged Equity Interests, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (cb) Each Subject to the Reservations, each of the Mortgages UK Security Documents is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien onsecurity interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Security Documents, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Collateral Agent, and security interest in, all in the case of the Loan Parties’ right, title and interest other Collateral described in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion each of the court before which any proceeding therefor may be broughtUK Security Documents, and when the Mortgages filings specified on Schedule 4.19 in appropriate form are recorded filed in the offices or registers specified on Schedule 3.19(c)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 UK Security Documents are duly served before any competing notice comes into effect, each such Mortgage of the UK Security Documents shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property Collateral and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in each of the UK Security Documents), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted under Section 7.3 and except Liens expressly permitted by clause (ain relation to the shares of Capital Stock of any Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other joint venture documents as in effect as of the Restatement Date), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, subject to applicable insolvencywhen any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, bankruptcyas applicable, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon other Collateral described in the earlier of (A) when such Pledged Securities are delivered to the Guarantee and Collateral Agent and (B) Agreement when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a6.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, when deposit account control agreements have been executed by the execution Administrative Agent, the account holder and delivery of Control Agreements providing for “control” the relevant depository institution, and such other filings or agreements as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices are specified on Schedule 3.19(a) 3 to the Guarantee and (B) Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the execution and delivery of Control Agreements providing for “control” as filings described in Section 9-106 the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the UCC; and (iv) in Administrative Agent on or prior to the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified Closing Date except as otherwise set forth on Schedule 3.19(a8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens) (it being understood ); provided, however, that subsequent recordings in additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property Collateral that is created acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing (a) 3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the laws Laws of a the jurisdiction outside of formation of the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest applicable Foreign Subsidiary) in registrations and applications for registration any Capital Stock or assets of Intellectual Property (any Foreign Subsidiary, or as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral rights and remedies of the Agent and its legal counsel by the Borrower or its legal counsel)any Lender with respect thereto, under foreign law. (cb) Each of the Mortgages is effective Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer ; and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall upon due filing constitute a fully first priority perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties described therein and the proceeds thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any other Person (except other than Persons holding Permitted Liens expressly or other encumbrances or rights permitted hereunder or by clause (athe relevant Mortgage), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors' rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be broughtat law, and the Pledged Securities (i) as defined in the case of the Pledged Securities, upon the earlier of (APledge Agreement) when such Pledged Securities are have been delivered to the Collateral Agent and (B) when financing statements together with stock powers or other appropriate instruments of transfer executed in appropriate form are filed in the offices specified on Schedule 3.19(ablank form); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other . The Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the Senior Secured Parties each pledgor thereunder in such Collateral Collateral, and proceeds thereof, as such security for the Secured Obligations arising hereunder, interest is in each case prior and superior in right and interest to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02)Person. (b) Each Intellectual Property The Security Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding continuing and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof(as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors' rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings set forth on Schedule 3.15(b) are in law appropriate form and have been or will be filed in the offices specified in the Perfection Certificate. Upon such filings and/or the obtaining of "control," the Collateral 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 discretion of limitations relating to such proceeds in the court before which UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any proceeding therefor may be brought. other Person other than with respect to Liens expressly permitted by Section 6.02 hereof. (c) When each Intellectual Property the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright OfficeOffice and when financing statements, respectively, together with financing statements releases and other filings set forth on Schedule 3.15(c) in appropriate form are filed in the offices specified in Schedule 3.19(a)on the Perfection Certificate, in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the Intellectual Property Collateral(as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as security for the Secured Obligations arising hereunderapplicable, in each case prior and superior in right to any other Person (except other than with respect to Permitted Liens) Liens expressly permitted by Section 6.02 hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counseldate hereof). (cd) Each of the The Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein (other than those on the Principal Properties which secure obligations due to on account of the Term Lenders and the Collateral Agent with respect to the Term Loan only), a legal, valid, binding, subsisting continuing and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof(as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors' rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in at law, and to . Upon the discretion filing of the court before which any proceeding therefor may be broughtMortgages with the appropriate Governmental Authorties, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereof thereunder in all Mortgaged Property that may be perfected by such filing (including without limitation the proceeds of such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunderProperty, in each case prior and superior in right to any other Person (except other than with respect to Liens expressly permitted by clause (a), (f) and (g) of Section 6.026.02 hereof or other Liens reasonably acceptable to the Collateral Agent.

Security Documents. (a) The Guarantee To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement is effective and deliver to create in favor of the Trustee or Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer Trustee all certificates representing Capital Stock and other laws now or hereafter in effect generally affecting rights of creditors instruments and (including with respect documents required thereunder to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and (B) when instruments, including Uniform Commercial Code financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assetsstatements, required by applicable law or reasonably requested by the execution Trustee or the Collateral Trustee to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and delivery of Control Agreements providing for “control” as described in Section 9-104 of to perfect such Liens to the UCC; (iii) in extent required by, and with the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)priority required by, the Guarantee 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 the Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and Collateral such First Lien Credit Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties were in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02effect). (b) Each Intellectual Property Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Agreement is effective Document, any mortgages (and any related Security Documents) required to create in favor of be granted pursuant to clause (a) on the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including Issue Date with respect to specific performance) principles of equityreal property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, whether considered but in a proceeding in equity or in law and to no event later than 60 days following the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) Issue Date (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States mortgages shall be described in writing to the Collateral Agent and its legal accompanied by customary local counsel by the Borrower or its legal counselopinions). (c) Each of On or after the Mortgages is effective Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, be taken all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor such actions as may be broughtrequired pursuant to this Indenture or under any Security Document to create, perfect and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereofmaintain, as security for the Secured Obligations hereunderobligations 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 Trustee for the benefit of the 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 each case prior may be amended from time to time in accordance with their terms and superior this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in right any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to any other Person implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (except Liens expressly or on such later date as may be permitted by clause (athe Second Lien Representative in its sole discretion), . (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Trustee, the Trustee and (g) the other secured parties described in the Security Documents, including the holders of Section 6.02other Pari Passu Indebtedness, and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Trustee, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Administrative Agent and the Secured Parties, a legal, valid, binding 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to . In the discretion case of the court before which any proceeding therefor may be broughtPledged Stock, and when the Administrative Agent (ior its designee or agent) obtains control of stock certificates representing such Pledged Stock, in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to other Collateral described in the Collateral Agent and Agreement (B) other than any Intellectual Property constituting Collateral), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 3.19(a4.19(a); (ii) , and, in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property constituting Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the appropriate offices specified on Schedule 3.19(a)and appropriate filings have been filed with the United States Patent and Trademark Office or United States Copyright Office, as applicable, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Senior Secured Loan Parties party thereto 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 Secured Obligations arising hereunder(as defined in the Collateral Agreement), in each case prior and superior in right to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of permitted by Section 6.027.3). (b) Each Intellectual Property The Israeli Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Administrative Agent and the Secured Parties, a legal, valid, binding 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 Intellectual Property Collateral described therein and proceeds thereof. If filed with the Israeli Registrar of Companies within 21 days of execution thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Israeli Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors Company in such Collateral and the proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder(as defined in the Israeli Security Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired Liens permitted by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselSection 7.3). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Administrative Agent and the Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are or have been filed or recorded in the offices specified on Schedule 3.19(c)appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly subject only to permitted ▇▇▇▇▇ described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by clause (a)the Company or any of its Subsidiaries having a value, (f) and (g) in the reasonable opinion of Section 6.02the Company, in excess of $10,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of pledged Capital Stock, subject to if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable insolvencyjurisdiction (“Certificated Securities”), bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securitiesother Collateral constituting personal property described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderObligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral no Loan Party that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral limited liability company or partnership has any Capital Stock that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Certificated Security. (cb) Each of Any Mortgages delivered after the Mortgages is Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except other than Liens expressly permitted by clause (apursuant to Section 7.3), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create and/or record in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior relevant Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights . In the case of creditors and (including with respect to specific performancei) principles of equity, whether considered the Capital Stock described in a proceeding in equity Security Agreement that are securities represented by stock certificates or in law and 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, including the PPSA (the “Certificated Securities”), when certificates representing such Capital Stock are delivered to the discretion Administrative Agent (provided that, in the case of a jurisdiction outside the court before which any proceeding therefor may be broughtUnited States, applicable law provides for perfection of a lien on Certificated Securities by delivery of such Certificated Securities to a Secured Party), and (iii) in the case of the Pledged Securitiesother Collateral not described in clause (i) constituting personal property described in the Security Agreements, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings, agreements and actions specified on Schedule 3.16(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.19(a3.16(a); (ii) in , as the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)may be, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior relevant Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderrelevant Finance Obligations, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Permitted Priority Liens). Other than as set forth on Schedule 3.16(a), as of the United States Copyright Office may be necessary to perfect a Lien on registered trademarksClosing Date, trademark applications, patents, patent applications and registered copyrights acquired by none of the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral Capital Stock of any Borrower or Subsidiary Guarantor that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property limited liability company or partnership is a Certificated Security (as defined in the Guarantee and Collateral U.S. Security Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (cb) Each of the Mortgages is delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior relevant Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to on the Mortgaged Property thereunder Properties described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded filed in the recording offices specified on Schedule 3.19(c)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Finance Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens expressly permitted other than holders of Permitted Priority Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of Material Property located in the United States and held by clause (a), (f) and (g) of Section 6.02any Loan Party.

Security Documents. (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered on the Closing Date for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Subsidiary Borrower’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in accordance with the laws of (i) with respect to each of the Vessel Mortgage encumbering the SEVEN SEAS MARINER and the Vessel Mortgage encumbering the SEVEN SEAS VOYAGER, the Bahamas or (ii) with respect to the Vessel Mortgage encumbering the SEVEN SEAS NAVIGATOR, Bermuda, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessels covered thereby in favor of the Collateral Agent for the ratable benefit of the Secured Parties in accordance with (A) in respect of the SEVEN SEAS MARINER and the SEVEN SEAS VOYAGER, the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Guarantee Bahamas and Collateral Agreement (B) in respect of the SEVEN SEAS NAVIGATOR, the Merchant Shipping Act 2002 of Bermuda and (y) shall be entitled to preferred status as a foreign mortgage pursuant to Title ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) Each other Security Document specifically listed in the definition of such term is effective to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Senior Secured Parties, ) a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of any Pledged Collateral, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when certificates representing such Pledged Collateral are delivered to the discretion Collateral Agent, and, in the case of other Collateral described in such Security Documents, when financing statements, other filings or instruments, notices and consents required under the court before which laws of any proceeding therefor may be broughtapplicable jurisdiction are filed, and delivered or otherwise registered or recorded in the proper offices, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered applicable underwriters shall have provided consent to the Collateral Agent security interests therein created under the Security Documents, and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery Collateral consisting of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account rights under any management agreement or letter of credit rights not constituting supporting obligations)charter, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(aapplicable parties thereto have provided consent to the Liens thereon created under the applicable Security Documents), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security Agent (for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunderto the extent perfection can be obtained by filing financing statements and other filings and instruments under applicable law, in each case prior and superior in right to any other Person person (except except, in the case of Collateral other than Pledged Collateral, Permitted Liens and Liens having priority by operation of law), other than with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect persons pursuant to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding 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, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and when any stock certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtAdministrative Agent, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations)in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)3.19(a)-1 (which financing statements have been duly completed and executed, delivered to and authorized to be filed by the Administrative Agent) 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, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior (to the rights extent perfection can be accomplished by filings of any other Person (except, in UCC financing statements or the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, delivery and in respect possession of Pledged Securities, the Permitted Liens set forth in clause (eStock or Pledged Notes) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to except, in the case of Collateral other than Pledged Stock, Permitted Liens). Schedule 3.19 (a) 2 lists each UCC Financing Statement that (it being understood i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.19(a)-3 lists each UCC Financing Statement that subsequent recordings in (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the United States Patent Closing Date; and Trademark Office and on or prior to the United States Copyright Office may Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be necessary to perfect a Lien on registered trademarksfiled, trademark applicationsduly completed UCC termination statements, patents, patent applications and registered copyrights acquired authorized or authenticated by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest relevant secured party, in Intellectual Property Collateral that is created under the laws respect of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest each UCC Financing Statement listed in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Schedule 3.19(a)-3. (ca) Each Upon the due execution and recordation thereof, each of the Mortgages is will be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting binding and enforceable Lien on, and security interest in, the Mortgaged Properties described, and as defined, therein and proceeds and products thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected first-priority Lien on, and security interest in, all of the Loan Parties’ right, title Mortgaged Properties and interest in the proceeds and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds products thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any Liens of any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02other than Permitted Liens.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable first priority (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to applicable the effects of bankruptcy, insolvency, bankruptcy, reorganizationfraudulent conveyance, moratorium, fraudulent transfer reorganization and other similar laws now relating to or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect to specific performance) general principles of equity, equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock described in law and the Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the discretion of the court before which any proceeding therefor may be broughtCollateral Agent, and (i) in the case of the Pledged Securitiesother Collateral described in the Security Pledge Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 7.18 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)7.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the grantors thereunder Credit Parties in such Collateral and the proceeds thereof (other than Intellectual Property Collateralthat is Collateral for which additional filings are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings, and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Obligations. (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof except as such enforceability may be limited by applicable bankruptcy, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) by general principles of equity, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in law the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the discretion of Administrative Agent (or, until the court before which any proceeding therefor may be broughtFirst Priority Obligations Payment Date, the First Priority Representative) (together with a properly completed and signed stock power or endorsement), and (i) in the case of the Pledged Securitiesother Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and the Intellectual Property Collateralproceeds thereof, as security for the Secured Obligations arising hereunder(as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings except, in the United States Patent case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created Liens arising under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselFirst Priority Security Documents). (cb) Each of the Mortgages upon proper filing is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Senior Secured PartiesLenders, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder Properties described therein and proceeds thereofthereof except as such enforceability may be limited by applicable bankruptcy, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) by general principles of equity, equity (regardless of whether considered enforcement is sought in a proceeding in equity or in at law, and to the discretion of the court before which any proceeding therefor may be brought), and when the Mortgages are recorded filed in the offices specified on Schedule 3.19(c)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 grantors thereof Loan Parties in such the Mortgaged Property Properties and the proceeds thereof, as security for the Secured Obligations hereunder(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that the security interest created in such real property and the Mortgaged Property may be subject to the Liens expressly permitted by clause (asubsection 8.3), (f) and (g) of Section 6.02.

Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Co-Issuers and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Security Documents. The Trustee, the Co-Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to (i) enter into the Security Documents prior to, on or following the Issue Date, including (a) on the Issue Date, the Joinder to that certain First Lien Intercreditor Agreement, dated April 20, 2020, among Six Flags, SFTP, the other grantors party thereto, ▇▇▇▇▇ Fargo Bank, National Association, and U.S. Bank Trust Company, National Association, (b) following the consummation of the Merger, a new intercreditor agreement (as may be amended, restated, amended and restated, or replaced by any successor agreement thereto, the “Successor Intercreditor Agreement”) which will succeed the First Lien Intercreditor Agreement in effect on the Issue Date and will establish, on terms substantially similar to the First Lien Intercreditor Agreement in effect on the Issue Date, the relative priority of the Liens securing the Notes, any outstanding Six 2025 Notes and First Lien Debt under the HoldCo Credit Agreement in, and certain other rights with respect to, the Shared Collateral, and covering certain other matters relating to the administration of security interests, and (c) following the consummation of the Merger, an amendment and restatement of the Security Agreement in the form attached as Annex III thereto and (ii) to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Issue Date and subject to the First Lien Intercreditor Agreement then in effect, the Co-Issuers and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may be required under applicable law and that the Trustee or the Notes Collateral Agent may reasonably request, in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral, all at the expense of the Co-Issuers and the Guarantors; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement). The Guarantee Collateral will also secure the Co-Issuers’ and the Guarantors’ obligations under or in connection with the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement), including, without limitation, the Specified Hedge Agreements and Specified Cash Management Agreements (as each such term is defined in (or substantively equivalent terms are defined in) the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement)) (or, once the Six Credit Agreement and HoldCo Credit Agreement cease to exist, any Credit Facility); provided that an authorized representative of the holders of such Indebtedness under the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement) or the Credit Facility shall have executed (or otherwise be subject to) the First Lien Intercreditor Agreement or a joinder thereto (to the extent required by the terms of the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement) or, if the Six Credit Agreement and the HoldCo Credit Agreement cease to exist, the Credit Facility). The proceeds of any collection, sale, disposition or other realization of Collateral Agreement is effective to create received in favor connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral Agentin a bankruptcy, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now reorganization or hereafter similar proceedings) will be applied in effect generally affecting rights of creditors and (including accordance with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and the First Lien Intercreditor Agreement. Notwithstanding anything to the discretion of the court before which any proceeding therefor may be broughtcontrary, and (i) in the case Liens and security interests granted to the Notes Collateral Agent pursuant to the Security Documents and all rights and obligations of the Pledged Securities, upon Trustee and the earlier of (A) when such Pledged Securities Notes Collateral Agent hereunder are delivered expressly subject to the Collateral Agent First Lien Intercreditor Agreement and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case exercise of Deposit Accounts not constituting Excluded Perfection Assets, any right or remedy by the execution Trustee hereunder is subject to the limitation and delivery of Control Agreements providing for “control” as described in Section 9-104 provisions of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 First Lien Intercreditor Agreement. Without limiting any of the UCC; rights and protections (ivincluding indemnities) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Trustee or the Notes Collateral and proceeds thereof, as security for the Secured Obligations arising Agent hereunder, in each case prior the event of any conflict or inconsistency between the terms of the First Lien Intercreditor Agreement and superior the terms of this Indenture, the terms of the First Lien Intercreditor Agreement shall govern. Each Holder, by accepting a Note, agrees that the Liens on the Collateral are subject to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor terms of the Collateral Agent, for First Lien Intercreditor Agreement and that the ratable benefit Holders shall comply with the provisions of the Senior Secured Parties, a legal, valid, binding and enforceable security interest First Lien Intercreditor Agreement applicable to them in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and their capacities as such to the discretion of same extent as if the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)Holders were parties thereto. (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Senior Secured PartiesParties referred to therein, a legal, valid, binding continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and moratorium or other laws now or hereafter in effect affecting creditors’ rights generally affecting rights of creditors and (including with respect subject to specific performance) general principles of equity, regardless of whether considered in a proceeding in equity or in law at law. The financing statements, releases and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities other filings are delivered to the Collateral Agent and (B) when financing statements in appropriate form are and have been or will be filed in the offices specified on in Schedule 3.19(a); II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (ii) as defined in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to Agent will have a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Senior Secured Parties 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 and subject to the limitations relating to such proceeds thereofin the UCC) or by obtaining control, as security for under the Secured Obligations arising hereunder, UCC (in effect on the date this representation is made) in each case prior and superior in right to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02).Person. 96 (b) Each Intellectual Property When the Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, (or a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds short form thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright OfficeOffice and when financing statements, respectively, together with financing statements releases and other filings in appropriate form are filed in the offices specified in Schedule 3.19(a)II of the Security Agreement, in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the Intellectual Property Collateral(as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as security for the Secured Obligations arising hereunderapplicable, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors Loan Parties after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counselClosing Date). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, thereof and (i) when the Pledged Stock (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Pledged Debt Securities (as each such term is defined in the case of the Pledged Securities, upon the earlier of (AGuarantee and Collateral Agreement) when such Pledged Securities 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 (Bii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, 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, other than with respect to Liens expressly permitted by Section 6.02 which by operation of law or contract would have priority over the Liens securing the Obligations and with respect to Collateral consisting of Investment Property (as defined in the UCC); . (iib) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the case of Deposit Accounts not constituting Excluded 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 AssetsIntellectual Property”), by upon the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 the Guarantee and Collateral Agreement and the recordation of the UCC; Guarantee and Collateral Agreement (iiior such short-form security agreement) in with the case of Securities Accounts not constituting Excluded Perfection Assets, upon United States Patent and Trademark Office and the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case payment of all other Collateral described therein (other than Mortgaged Propertiesapplicable fees, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when together with the financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Perfection Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Perfection Intellectual Property Collateral, as to the extent that a security for interest may be perfected by filing in the Secured Obligations arising hereunderUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)person. (c) Each of The Mortgages, upon the Mortgages is effective to 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 Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified on in Schedule 3.19(c)) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except person, other than with respect to the rights of persons pursuant to Liens expressly permitted by clause (a), (f) and (g) Section 6.02 which by operation of Section 6.02law or contract would have priority over the Liens securing the Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, thereof and (i) when the Pledged Stock (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Pledged Debt Securities (as each such term is defined in the case of the Pledged Securities, upon the earlier of (AGuarantee and Collateral Agreement) when such Pledged Securities 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 (Bii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, 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, other than with respect to Liens expressly permitted by Section 6.02 and with respect to Collateral consisting of Investment Property (as defined in the UCC); . (iib) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the case of Deposit Accounts not constituting Excluded 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 Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection AssetsIntellectual Property”), upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 recordation of the UCC; Guarantee and Collateral Agreement (ivor such short-form security agreement) in with the case United States Patent and Trademark Office and the payment of all other Collateral described therein (other than Mortgaged Propertiesapplicable fees, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when together with the financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Perfection Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the Perfection Intellectual Property Collateral, as to the extent that a security for interest may be perfected by filing in the Secured Obligations arising hereunderUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel)person. (c) Each of the The Mortgages is are effective to 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 Senior Secured Parties, a legal, valid, binding, subsisting valid and enforceable Lien on, and security interest in, on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified on in Schedule 3.19(c)) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person (except person, other than with respect to the rights of persons pursuant to Liens expressly permitted by clause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable valid security interest in the Collateral described therein and proceeds thereof(to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer any customary reservations and other qualifications contained in customary legal opinions rendered under the laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in applicable jurisdiction). In the case of the Pledged SecuritiesEquity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, upon the earlier of (A) when stock or interest certificates representing such Pledged Securities Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (B) other than deposit accounts), when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets4.19, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legalshall, validunder New York law, binding and enforceable security interest or in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion case of the court before Debenture or other Security Document, which any proceeding therefor may be brought. When is governed by a law other than New York law (each Intellectual Property a “Foreign 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(aDocument”), in each case within the time period prescribed by Applicable Lawunder such other law, such Intellectual Property Security Agreement shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral to the extent (x) (in the Intellectual Property Collateralcase of New York law) perfection can be obtained by filing a UCC financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Secured Obligations arising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Secured Obligations hereunderObligations, in each case prior and superior in right to any other Person (except Liens expressly permitted by clause Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE (aOTHER THAN INTENT TO USE TRADEMARK APPLICATIONS), (f) and (g) of Section 6.02TO THE RECORDATION OF APPROPRIATE EVIDENCE OF THE COLLATERAL AGENT’S LIEN IN THE UNITED STATES PATENT AND TRADEMARK OFFICE AND/OR UNITED STATES COPYRIGHT OFFICE, AS APPROPRIATE, AND THE TAKING OF ACTIONS AND MAKING OF FILINGS NECESSARY UNDER THE APPLICABLE REQUIREMENTS OF LAW TO OBTAIN THE EQUIVALENT OF PERFECTION. IN THE CASE OF COLLATERAL THAT CONSISTS OF DEPOSIT ACCOUNTS SECURITIES ACCOUNTS AND/OR COMMODITY ACCOUNTS, WHEN A CONTROL AGREEMENT IS EXECUTED AND DELIVERED BY ALL PARTIES THERETO WITH RESPECT TO SUCH ACCOUNTS, THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, SHALL HAVE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN SUCH COLLATERAL AND THE PROCEEDS THEREOF, AS SECURITY FOR THE OBLIGATIONS, PRIOR AND SUPERIOR TO ANY OTHER PERSON EXCEPT AS PROVIDED UNDER THE APPLICABLE CONTROL AGREEMENT WITH RESPECT TO THE FINANCIAL INSTITUTION PARTY THERETO.