Common use of Security Documents Clause in Contracts

Security Documents. The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a 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). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, subject to Permitted Collateral Liens, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon 3.20(a) (provided that the taking of possession or control by the Collateral Agent Borrower shall supplement such Schedule as of the Collateral Acquisition Date to add any necessary information with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given the applicable filing offices with respect to the Collateral Agent to the extent required by the Security DocumentsTarget and its subsidiaries), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral and the proceeds thereofstatements (other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.01. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.20(a) (provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the financing statements with respect to the Target and its subsidiaries), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, subject to Permitted Collateral Liens (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Acquisition Date). (c) Upon execution and delivery thereof, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is recorded in the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection.offices specified on Schedule 3.20

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge Agreement) and proceeds thereof (to the extent and constitutes a fully perfected first priority Lien on, and security interest can be created therein under the Uniform Commercial Code). In the case in, all right, title and interest of the Pledged Equity Interests described Loan Parties party thereto, as applicable, in such Collateral and the Guarantee proceeds thereof, in each case prior and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests superior in right to any other Person. (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner b) The Security Agreement creates in favor of such shares or interests) are delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee Security Agreement) and Collateral Agreement or any other Security Documentproceeds thereof, when and assuming that financing statements and other filings specified on Schedule 5.19 in appropriate form are have been filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents4.19(b), the Collateral Agent, for Lien created under the benefit of the Secured Parties, shall have Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (except insofar as the perfection of a Lien on, and security interest in, such Collateral is obtained as described in paragraph (d) below), in each case prior and superior in right to any other Person. (c) The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, as and when the Mortgages are filed in the offices specified on Schedule 4.19(c), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person. (d) The Trademark Security Agreement creates in favor of the Collateral Agent, for the Obligationsratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trademark Security Agreement) and the proceeds thereof, and assuming the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 4.19(d), the Liens created under the Trademark Security Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the Loan Parties in the Collateral and the proceeds thereof in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (e) The SNC Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as appropriatedefined in the SNC Security Agreement) and proceeds thereof, and assuming that financing statements in appropriate form have been filed in the taking of actions and making of filings necessary offices specified on Schedule 4.19(e), the Lien created under the applicable Requirements SNC Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of Law SNC in such Collateral, in each case prior and superior in right to obtain the equivalent of perfectionany other Person.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than the Mortgaged Property) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when the financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral and the proceeds thereof, as security for the Obligationsstatements (other than Intellectual Property), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the case form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on United States registered trademarks, as appropriateissued patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the taking offices specified on Schedule 3.19(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of actions such Loan Party in such Mortgaged Property and making of filings necessary under the applicable Requirements of Law proceeds thereof, in each case prior and superior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. The Guarantee and Collateral Agreement and each other Security Document iswill, or upon execution will beand delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally) security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code)thereof. In the case of the Pledged Equity Interests Stock described in the Guarantee and Collateral Agreement, when the Administrative Agent (or its designee or agent) obtains control of stock or interest certificates representing such Pledged Equity Interests Stock (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to as defined in the Collateral AgentAgreement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement or (other than any other Security DocumentIntellectual Property constituting Collateral), when financing statements and other filings specified on Schedule 5.19 in appropriate form are or have been filed in the appropriate offices specified on Schedule 5.19 pursuant to Section 6.12, and, in the case of Intellectual Property constituting Collateral, when financing statements and upon other filings in appropriate form are or have been filed in the taking of possession appropriate offices and appropriate filings have been filed with the United States Patent and Trademark Office or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)United States Copyright Office, as applicable, the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the ObligationsObligations (as defined in the Collateral Agreement), in each case prior and superior in right to Liens of any other Person (except except, Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfection7.3).

Security Documents. The Guarantee and Collateral Agreement and each other (a) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, the Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, be effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in interests in, the Security Agreement Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreementand, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsi) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 Section IA of the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Administrative Agent to the extent possession or control by the Administrative Agent is required by each Security Document), the Liens created by the Security DocumentsAgreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, and (ii) financing statements and other filings in appropriate form are filed in the offices specified on Section IA of the Perfection Certificate, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral (as defined in such Security Agreement), in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, each Mortgage, if any, upon the execution and delivery thereof, shall be effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed or recorded in accordance with the provisions of Sections 5.10 and 5.11 when such Mortgage is filed or recorded in the applicable recording offices, the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Liens. (d) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Administrative Agent to the extent required by any Security Document), the Liens in favor of the Administrative Agent created under such Security Document will constitute valid, enforceable and fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the ObligationsCollateral, in each case prior and superior in right subject to any no Liens other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfectionthan Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Administrative Agent, the Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon 6 to the taking of possession or control Perfection Certificate, as updated by the Collateral Agent of the Collateral Borrower from time to time in accordance with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by Section 5.03, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the proceeds thereofUnited States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in paragraph (b) above, the Security Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the grantors after the date hereof). (d) The Mortgages, if any, are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of Alamosa Delaware's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.22, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions Alamosa Delaware in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a), the Lien created under the Guarantee and upon the taking of possession or control by the Collateral Agent Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral with respect as to which a security interest may be perfected only by possession or control such a filing (which possession or control shall be given other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agent to Agreement with the extent required by United States Patent and Trademark Office and the Security DocumentsUnited States Copyright Office, together with the financing statements in appropriate form 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, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations, 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 Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfection6.2.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations(other than Intellectual Property), in each case prior and superior in right to any other Person (except Person, other than with respect to Permitted Liens permitted that have priority as a matter of law or that are expressly contemplated by Section 8.36.02 to have priority. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens that is the subject have priority as a matter of any application law or registration, that are expressly contemplated by Section 6.02 to the recordation of appropriate evidence of the Collateral Agent’s Lien have priority (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Each Mortgage is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the taking offices specified on Schedule 3.19(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of actions such Loan Party in such Mortgaged Property and making of filings necessary under the applicable Requirements of Law proceeds thereof, in each case prior and superior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Loan Parties after the Effective Date). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage (or, in the case of the Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and identified with an asterisk, subject to Permitted Encumbrances), in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Properties and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Pledge Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have constitute a fully perfected first priority Lien on, and security interest in, on all right, title and interest of the Loan Parties pledgor thereunder in such Collateral and to the proceeds thereof, as security for the Obligationsextent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person (except other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case Collateral (as defined in the Security Agreement) in which a Lien may be perfected by filing a financing statement and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property that (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a Lien 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 appropriateapplicable, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on all right, title and interest of actions the Loan Parties in such Mortgaged Properties and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02. SECTION 3.17.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Collateral Agreement) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described in the Guarantee Debt and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the collateral agent under the First Lien Credit Agreement (to be held as contemplated by the Intercreditor Agreement), the Lien created under the Collateral AgentAgreement shall constitute a fully perfected second priority Lien on, and in the case security interest in, all right, title and interest of the other Collateral described Loan Parties in the Guarantee such Collateral, in each case prior and Collateral Agreement or superior in right to any other Security Documentperson, other than the First Priority Liens, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.27(a), the Lien created under the Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsCollateral Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.27(a), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of (as defined in the Collateral Agent’s Lien Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof), except as appropriateotherwise permitted under Section 6.02. (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.27(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under persons pursuant to Liens expressly permitted by Section 6.02. (d) The Vessel Mortgages are effective to create in favor of the applicable Requirements Collateral Agent, for the ratable benefit of Law the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to obtain the equivalent marine vessel thereunder and the proceeds thereof, and when the Vessel Mortgages are filed in the offices specified on Schedule 3.27(d), the Vessel Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of perfectionthe Loan Parties in such marine vessel and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Collateral Agreement) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described in the Guarantee Debt and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected first priority Lien on, and in the case security interest in, all right, title and interest of the other Collateral described Loan Parties in the Guarantee such Collateral, in each case prior and Collateral Agreement or superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.27(a), the Lien created under the Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsCollateral Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.27(a), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of (as defined in the Collateral Agent’s Lien Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof), except as appropriateotherwise permitted under Section 6.02. (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.27(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under persons pursuant to Liens expressly permitted by Section 6.02. (d) The Vessel Mortgages are effective to create in favor of the applicable Requirements Collateral Agent, for the ratable benefit of Law the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to obtain the equivalent marine vessel thereunder and the proceeds thereof, and when the Vessel Mortgages are filed in the offices specified on Schedule 3.27(d), the Vessel Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of perfectionthe Loan Parties in such marine vessel and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Pledged Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing and other instruments evidencing any portion of such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) Collateral are delivered to the Collateral Agent, the Pledge Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Pledged Collateral, in each case prior and superior in right to any other Person, subject to Permitted Liens. (b) (i) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 2 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to other than the Collateral Agent to the extent required by Intellectual Property (as defined in the Security DocumentsAgreement)), in each case prior and superior in right to any other Person, other than Permitted Liens. (c) When the Collateral Agentfilings in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement are filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registrationPerson, to 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 perfectionother than Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by Perfection Certificate, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case (assuming release of security interests under the Existing Credit Agreement) prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the proceeds thereofUnited States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under grantors after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Trustee, the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as with respect to which security for the Obligationsinterests may be perfected by filing UCC financing statements, in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages are effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded or filed, as appropriateapplicable, in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and the taking security interest in, all right, title and interest of actions and making of filings necessary under the applicable Requirements Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described as defined therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code)thereof. In the case of (i) the Pledged Equity Interests Collateral described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) Collateral are delivered to the Collateral Administrative Agent, and in (ii) the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security DocumentUCC Collateral, when financing statements and other filings specified on Schedule 5.19 3.19(a) in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a), (iii) in the case of Collateral Deposit Accounts and Lock Boxes (as such terms are defined in the Guarantee and Collateral Agreement), upon the taking of possession depository in which such accounts or control lock boxes are maintained agreeing that it will comply with the instructions originated by the Collateral Administrative Agent directing disposition of the funds or items in such accounts or lock boxes without further consent from the owner of such accounts or lock boxes, and (iv) the Registered Intellectual Property described in the Guarantee and Collateral with respect to which a Agreement, when (A) the security interest may be perfected only by possession interests granted in the Guarantee and Collateral Agreement in Patents, Trademarks and Copyrights are recorded in the applicable Intellectual Property registries, including United States Patent and Trademark Office and the United States Copyright Office and (B) when financing statements are filed in such Borrower or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)Guarantor’s jurisdiction of organization, the Guarantee and Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Guarantors in such Pledged Collateral, UCC Collateral, Collateral Deposit Accounts, Lock Boxes, Registered Intellectual Property and the proceeds thereof, as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except except, in the case of Collateral other than Pledged Collateral, Liens permitted by Section 8.36.2) subject to the Intercreditor Agreement. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the case offices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intellectual Property that is Borrower and the Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject of any application or registration, to the recordation of appropriate evidence Intercreditor Agreement. Schedule 1.1B lists, as of the Collateral Agent’s Lien Closing Date, each parcel of owned real property located in the United States Patent and Trademark Office and/or United States Copyright Officeheld by the Borrower or any Subsidiary Guarantor that has a value, as appropriatein the reasonable opinion of the Borrower, and the taking in excess of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection$1,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a), the Lien created under the Guarantee and upon the taking of possession or control by the Collateral Agent Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral with respect as to which a security interest may be perfected only by possession or control such a filing (which possession or control shall be given other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agent to Agreement with the extent required by United States Patent and Trademark Office and the Security DocumentsUnited States Copyright Office, together with the financing statements in appropriate form 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, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Trademarks, trademark applications, Patents, patent applications and Copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), the Mortgages shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations, 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 Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfection6.2.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Liens created under Guarantee and Collateral Agreement or shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.16(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Registered Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person person, other than with respect to Permitted Liens. (except Liens permitted by Section 8.3b) subject in the case of the Intellectual Property that is the subject of any application or registration, to Upon the recordation of the IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the Uniform Commercial Code financing statements in appropriate evidence form filed in the offices specified on Schedule 3.16(a), any Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Registered Intellectual Property (as defined in the Guarantee and Collateral Agent’s Lien Agreement) to the extent in which a security interest may be perfected by making such filings, in each case prior and superior in right to any other person, other than with respect to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien and security interest on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.16(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Permitted Liens. (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and making enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of filings necessary under the applicable Requirements Loan Parties in the Collateral subject thereto, prior and superior to the rights of Law to obtain the equivalent of perfectionany other Person, except for rights secured by Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofAdministrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable 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)thereof. In the case of the Pledged Equity Interests Stock described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Stock having been delivered to the Collateral Administrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral described in the Guarantee and Collateral Agreement or any other Security DocumentAgreement, when financing statements and other filings specified on Schedule 5.19 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents4.19(a), the Guarantee and Collateral AgentAgreement, for the benefit of the Secured Partiesexcept as otherwise provided therein, shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except Section 7.3(j)). (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than Liens permitted by under Section 8.3) subject in the case 7.3 (except Section 7.3(j)). Schedule 1.1 lists each parcel of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien real property in the United States Patent and Trademark Office and/or United States Copyright Officeowned in fee simple by the Borrower or any of its Subsidiaries as of the Effective Date which, as appropriateof such date, and has a value, in the taking reasonable opinion of actions and making the Borrower, in excess of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection$1,000,000.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee and Collateral Security Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent, the Lien created under the Security Agreement shall constitute a fully perfected first-priority Lien on, and in the case security interest in, all right, title and interest of the other Collateral described Loan Parties in the Guarantee such Pledged Collateral, in each case prior and Collateral Agreement or superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Collateral Agent, for Lien created under the benefit of the Secured Parties, shall have Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as defined in the Security Agreement), in which a security for interest may be perfected by filing in the ObligationsUnited States of America and its territories and possessions, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Security Agreement (or a short form security agreement in form and substance satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.18(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofAdministrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.18(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.18(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages, if any, are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed in the taking proper real estate filing offices, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under the applicable Requirements of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. The Guarantee (a) Except as otherwise provided in Section 3.19(b) and Section 3.19(c), the Collateral Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can intended to be created thereby and required therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsi) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent Trustee of the Pledged Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent as required by the Security DocumentsCollateral Agreement, the Liens created by the Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are accepted by the appropriate filing offices specified on Schedule 3.19(a), the Lien created under the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which a security interest therein may be perfected by the filing of financing statements in such Collateral and the proceeds thereof, as security for the Obligationsoffices, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02 or the Collateral Agreement. (b) subject Upon the recordation of an intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of (as defined in the Collateral Agent’s Lien Agreement) in which a security interest may be perfected by filing financing statements or filings with the United States Patent and Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or or the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages are, or will be when entered into, effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Vessel thereunder, and when the taking of actions and making of filings necessary under Mortgages are duly filed with the applicable Requirements filing office and all related recording fees paid, the Mortgages shall constitute a fully perfected Lien on all right, title and interest of Law the Loan Parties in such Mortgaged Vessel, in each case prior and superior in right to obtain any other person, other than with respect to the equivalent rights of perfectionpersons pursuant to Liens expressly permitted by Section 6.02 or by such mortgage.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Loan Parties after the Effective Date). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage (or, in the case of the Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and identified with an asterisk, subject to Permitted Encumbrances), in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Properties and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)3.19, the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and in which a Lien can be perfected under Article 9 of the proceeds thereof, as security for the ObligationsUniform Commercial Code, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is ------------------- effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.17(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Properties and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 pursuant to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States 63 58 Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectionEffective Date).

Security Documents. (a) The Guarantee and Collateral Security Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee Security Agreement), other than uncertificated securities, uncertificated limited liability company interests and Collateral Agreementuncertificated partnership interests, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral AgentAdministrative Agent together with the proper endorsements, the Lien created under Security Agreement shall constitute a fully perfected first priority Lien on, and in the case security interest in, all right, title and interest of the other Collateral described Loan Parties in the Guarantee such Pledged Collateral, in each case prior and Collateral Agreement or superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 4.18 and upon all applicable filing fees have been paid, the taking Lien created under the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of possession or control by the Loan Parties in the Collateral Agent of (other than Intellectual Property, as defined in the Collateral with respect Security Agreement) to which a the extent such security interest may be perfected only by possession the filing of a UCC financing statement, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens. (b) Upon the recordation of the Security Agreement (or control (which possession or control shall be given a short form security agreement in form and substance reasonably satisfactory to the Collateral Agent to Borrower and the extent required by Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 4.18, the Lien created under the Security DocumentsAgreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens. (c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the Collateral Security Agreement) creates in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral held therein and constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the ObligationsCollateral, in each case prior and superior in right to any other Person (Person, other than with respect to Permitted Prior Liens and except Liens permitted by Section 8.3) subject as otherwise expressly provided in the case such Control Agreement and in Sections 9-327 and 9-340 of Article 9 of the Intellectual Property that is the subject of any application or registration, to 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 perfectionUCC.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge Agreement) and, for so long as the Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case in, all right, title and interest of the Pledged Equity Interests described pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, (b) the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered Security Agreement is effective to the Collateral Agent, and create in the case favor of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02, (c) the Trademark Security Agreement filed in the United States Patent and Trademark Office constitutes (together with the financing statements filed with the Secretary of State of Delaware) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Obligated Parties thereunder in, respectively, the registered copyrights and the registered trademarks of the Obligated Parties, in such Collateral each case which constitute Intellectual Property (as defined in the Security Agreement), and in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office may be necessary to perfect a lien on registered trademarks and trademark applications acquired by the Obligated Parties after the date hereof), (d) the Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Obligated Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, as security for the Obligations, 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 Section 8.36.02, and (e) subject in the case Fleet Mortgages are effective to create a legal, valid and enforceable Lien on all of the Intellectual Property that is the subject of any application or registrationObligated Parties’ right, title and interest in and to 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 appropriateowned Vessels specified therein, and the taking proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of actions and making of filings necessary under the applicable Requirements of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge Agreement), and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of when any certificates evidencing the Pledged Equity Interests described Securities (as defined in the Guarantee and Collateral Pledge Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent the Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee Security Agreement), and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate the Security Agreement will constitute a fully perfected Lien on and upon the taking of possession or control by the Collateral Agent security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, shall have Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the grantors after the date hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the taking of actions and making of filings necessary under Mortgages are filed in the applicable Requirements of Law to obtain the equivalent of perfection.offices specified on Schedule 3.19

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)3.19, the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02 and Liens having priority by operation of law. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form agreement thereof) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the appropriate mortgage filing offices specified by the Borrower, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under the applicable Requirements persons pursuant to Liens expressly permitted by Section 6.02 and Liens having priority by operation of Law to obtain the equivalent of perfectionlaw.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Security Document, when financing statements person. (b) The Guarantee and other filings specified on Schedule 5.19 Collateral Agreement is effective to create in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the proceeds thereofUnited States Patent and Trademark Office or the United States Copyright Office), as security for to which perfection is effected through the Obligationsfiling of such financing statements, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that Guarantee and Collateral Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the Effective Date). (d) Each Mortgage is effective to create in favor of actions the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements of Law right, title and interest in and to obtain the equivalent of perfection.Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof Collat eral (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Off-ice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except person other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Collateral Assignment is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Assigned Contract (as appropriatedefined in the Collateral Assignment) and, when financing statements in appropriate form are filed in the office as specified on Schedule 6 to the Perfection Certificate, the Collateral Assignment shall constitute a fully perfected Lien on, and security interest IN, all right, title and interest of the taking Grantors thereun der in such Assigned Contracts, in each case prior and superior in right to any other person, other than respect to Liens expressly permitted by Section 6.02. (e) The Mortgages, when executed and delivered, will be effective to create, subject to the exceptions listed in each title insurance policy cover ing such Mortgage, in favor of actions the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of Law the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to obtain any other person, other than with respect to the equivalent rights of perfectionpersons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in which a security for interest may be perfected by filing in the ObligationsUnited States of America and its territories and possessions, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Security Document, when financing statements person. (b) The Guarantee and other filings specified on Schedule 5.19 Collateral Agreement is effective to create in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the proceeds thereofUnited States Patent and Trademark Office or the United States Copyright Office), as security for to which perfection is effected through the Obligationsfiling of such financing statements, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that Guarantee and Collateral Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the Closing Date). (d) Each Mortgage is effective to create in favor of actions the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements of Law right, title and interest in and to obtain the equivalent of perfection.Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by Perfection Certificate, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and in which a security interest may be perfected by filing such financing statements (other than the proceeds thereofIntellectual Property, as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that Security Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (d) The Collateral Assignment is effective to create in favor of actions the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and making enforceable security interest in the Collateral (as defined in the Collateral Assignment) and, when financing statements in appropriate form are filed in appropriate filing offices, the Collateral Assignment shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of filings necessary under the applicable Requirements of Law Parent Borrower in such Collateral in which a security interest may be perfected by filing such financing statements, in each case prior and superior in right to obtain the equivalent of perfectionany other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a 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). In the case of the Pledged Equity Interests described in the Guarantee and Collateral AgreementInterests, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Interests and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 6.01(s) in appropriate form are filed in the offices specified on Schedule 5.19 6.01(s) and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.37.02(b)) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) and, when certificates and other instruments evidencing any portion of such Pledged Collateral are delivered to the Administrative Agent, the Pledge Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Pledged Collateral, in each case prior and superior in right to any Lien in favor of any other Person that is prohibited hereunder. (i) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Security Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsii) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 2 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to other than the Collateral Agent to the extent required by Intellectual Property (as defined in the Security DocumentsAgreement)), in each case prior and superior in right to any Lien granted in favor of any Person that is prohibited hereunder. (c) When the Collateral Agentfilings in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement are filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Lien granted in favor of any Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfectionprohibited hereunder.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Secured Par- ties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and proceeds thereof and constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower or the Guarantors party thereto, as applicable, in such Collateral and the proceeds thereof, in each case prior and superior in right to any other Person. (b) The Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and proceeds thereof (to thereof, and, on the extent a security interest can be created therein under the Uniform Commercial Code). In the case basis of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents4.20(b), the Collateral Agent, for Lien created under the benefit of the Secured Parties, shall have Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Guarantors, as applicable, in such Collateral and the proceeds thereofthereof (except insofar as the perfection of a Lien on, and security interest in, such Collateral is obtained as security for the Obligationsdescribed in paragraph (d) below), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.3Sec- tion 7.02. (c) subject The Mortgages create in the case of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence favor of the Collateral Agent’s , for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of Borrower's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and, on the basis of the Mortgages filed in the offices specified on Schedule 4.20(c), the Mortgages constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.02. (d) The Trademark Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trade- mark Security Agreement) and the proceeds thereof, and, on the b▇▇▇▇ of the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the financing statements in appropriate form filed in the offices specified on Schedule 4.20(d), the Liens created under the Trademark Security Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the Borrower in the Collateral and the proceeds thereof in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 7.02; provided, however, that subsequent recordings in the United States Patent and Trademark Office and/or United States Copyright Officemay be necessary to perfect a Lien in registered trademarks and trademark applications acquired by the Borrower after the date hereof. (e) As of the Restatement Date, as appropriate, Schedule 4.20(e) accurately sets forth each post office box and bank account to which any customers of the taking Borrower or any Subsidiary have been instructed to transmit payments on account of actions and making of filings necessary under goods or services purchased from the applicable Requirements of Law to obtain the equivalent of perfectionBorrower or any Subsidiary.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to as defined in the extent a security interest can be created therein under Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except other than Liens expressly permitted by Section 8.3) subject in the case of the Intellectual Property 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectionEffective Date).

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Pledge Agreement) and, with respect to all Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are previously delivered to and in the possession of the Collateral Agent, and constitutes, or in the case of the other Collateral described to be delivered in the Guarantee future, will constitute, a fully perfected first priority Lien on, and Collateral Agreement or security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Document, when financing statements and other filings specified on Schedule 5.19 Agreement is effective to create in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, together with the financing statements previously filed or to be filed in the future, constitutes, or in the case of any future filing, will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file in the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the Original Closing Date). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations, 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 Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfection6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to as defined in the extent a security interest can be created therein under Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required Liens expressly permitted by the Security Documents)Agreement. (c) When the Security Agreement, a supplement thereto or other appropriate notice is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, security interest created thereunder shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral the Intellectual Property (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 proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, 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 Section 8.3the Security Agreement (it being understood (a) subject in the case of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date and (b) for the purposes of this representation only and for the avoidance of doubt, that "Intellectual Property" shall exclude (i) any registered copyrights that were acquired, directly or indirectly, by a Loan Party in connection with the Weider Acquisition and either (A) that were not disclosed to any Loan Party by the seller in connection with the Weider Acquisition or (B) with respect to which no Loan Party has knowledge, as appropriateof the Restatement Effective Date, of registration information and (ii) any registered copyrights that were acquired, directly or indirectly, by a Loan Party in connection with the 1999 Restatement Acquisition (A) with a registration issue date prior to January 1, 1980, or (B) with respect to which no Loan Party has knowledge, as of the Restatement Effective Date, of registration information). (d) Each Mortgage is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property or Restatement Mortgaged Property, as the case may be, thereunder and the proceeds thereof, and when such Mortgage is filed in the taking offices specified on Schedule 3.17(d), such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property or Restatement Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by such Mortgage.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, pari passu with the Term Liens and prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a), the Lien created under the Guarantee and upon the taking Collateral Agreement in favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case pari passu with the Term Liens and prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case pari passu with the Term Liens and prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Amendment No. 1 Effective Date). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case pari passu with the Term Liens and prior and superior in right to any other person, other than with respect to the rights of filings necessary under the applicable Requirements of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)3.19, the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofRequired Lenders) with the United States Patent and Trademark Office and the United States Copyright Office, as together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security for interest in, all right, title and interest of the ObligationsLoan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge Agreement) and, for so long as the Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case in, all right, title and interest of the Pledged Equity Interests described pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, (b) the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered Security Agreement is effective to the Collateral Agent, and create in the case favor of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02, (c) the Trademark Security Agreement filed in the United States Patent and Trademark Office constitutes (together with the financing statements filed with the Secretary of State of Delaware) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Obligated Parties thereunder in such Collateral and the proceeds thereof, registered trademarks of the Obligated Parties which constitute Intellectual Property (as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Obligated Parties after the date hereof), (d) the Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Obligated Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02, and (e) the Fleet Mortgages are effective to create a legal, valid and enforceable Lien on all of the Obligated Parties' right, title and interest in and to the Vessels specified therein, and the taking proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of actions and making of filings necessary under the applicable Requirements of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, pari passu with the Term Liens and prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a), the Lien created under the Guarantee and upon the taking Collateral Agreement in favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case pari passu with the Term Liens and prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject in the case of the Intellectual Property that is the subject of any application or registration, to Upon the recordation of appropriate evidence of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent’s Lien in ) with the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatetogether with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking of actions Loan Parties in the Intellectual Property (as defined in the Guarantee and making of filings necessary under Collateral Agreement) in which a security interest may be perfected by filing in the applicable Requirements of Law to obtain United States and its territories and possessions, in each case pari passu with the equivalent of perfection.Term

Security Documents. The Guarantee and Collateral (i) Each of the Pledge Agreement and each other Security Document is, or upon execution will be, the Dutch Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge Agreement and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In Dutch Pledge Agreement, as the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreementmay be) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent or, with respect to such Collateral consisting of uncertificated securities, the appropriate notices on the records of the relevant entity is noted, the Pledge Agreement and the Dutch Pledge Agreement, as the case may be, shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (ii) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by Perfection Certificate, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (iii) When the Security Agreement is filed in the United States Patent and Trademark Office and the proceeds thereofUnited States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under grantors after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and, when stock or (i) in respect of Collateral in which a security interest certificates representing can be perfected by control, such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, and in the case of the other Collateral described in security interest created by the Guarantee and Collateral Agreement or shall constitute a perfected security interest, subject in priority to the Liens securing the First Lien Indebtedness pursuant to the Intercreditor Agreements, in all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Security DocumentPerson subject to the Intercreditor Agreements and (ii) in respect of Collateral in which a security interest can be perfected by the filing of UCC financing statements, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon 1.04 to the taking of possession or control Perfection Certificate most recently delivered to the Lender Representative, the security interest created by the Guarantee and Collateral Agent of the Collateral with respect to which Agreement shall constitute a perfected security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Guarantee and Collateral Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (b) [Reserved] (c) When the Guarantee and Collateral Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the proceeds thereofUnited States Copyright Office and the financing statements referred to in Section 3.17(a) above are appropriately filed, the security interest created by the Guarantee and Collateral Agreement shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral 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 Obligationsapplicable, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Loan Parties after the Closing Date), other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the taking Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of actions and making of filings necessary under the applicable Requirements mortgagor in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Law Persons pursuant to obtain Liens permitted by Section 6.02 and subject to the equivalent of perfectionIntercreditor Agreements.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLender, a legal, valid and enforceable security interest in the Collateral described therein (other than the Mortgaged Property) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral AgentLender, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when the financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral and the proceeds thereof, as security for the Obligationsstatements (other than Intellectual Property), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the case form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule , the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on United States registered trademarks, as appropriateissued patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Lender, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the taking offices specified on Schedule Section 3.20.(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of actions such Loan Party in such Mortgaged Property and making of filings necessary under the applicable Requirements of Law proceeds thereof, in each case prior and superior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. The Guarantee (a) Prior to the Release Date, the First Amended and Collateral Restated Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the First Amended and Restated Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Prior to the Release Date, the First Amended and Restated Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by the Security Documents)Perfection Certificate, the Collateral Agent, for the benefit of the Secured Parties, First Amended and Restated Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and to the proceeds thereofextent such filing can perfect a security interest (other than the Intellectual Property, as security for defined in the ObligationsFirst Amended and Restated Security Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that First Amended and Restated Security Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriateprior to the Release Date, the First Amended and Restated Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the First Amended and Restated Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (d) Prior to the Release Date, the Mortgages are effective to create in favor of actions the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements of Law Loan Parties' right, title and interest in and to obtain the equivalent of perfection.Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee Pledge Agreement), and when the Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent the Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in the Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee Security Agreement), and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement will constitute a fully perfected Lien on and upon the taking of possession or control by the Collateral Agent security interest in all right, title and interest of the Collateral grantors thereunder in such Collateral, in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given to the Collateral Agent to the extent required by c) When the Security Documents)Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Parties, shall have Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the ObligationsSecurity Agreement) that is registered in the United States, in each case prior and superior in right to any other Person person. (except Liens permitted by Section 8.3d) subject The Mortgages are effective to create in the case of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence favor of the Collateral Agent’s , for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the United States Patent and Trademark Office and/or United States Copyright Officeoffices specified on Schedule 3.19(d), as appropriatethe Mortgages will constitute fully perfected Liens on, and security interest in, all right, title and interest of the taking Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of actions persons pursuant to Liens expressly permitted by Section 6.02. (e) On the Closing Date, after giving effect to the Closing Date Transactions, and making of filings necessary under at all times thereafter, the applicable Requirements of Law to obtain Collateral Requirement and the equivalent of perfectionGuarantee Requirement will have been satisfied.

Security Documents. The Guarantee (a) Each of the Pledge and Collateral Security Agreement and each other Security Document isthe Pledge Agreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined therein) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the First Lien Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Lien created under such Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control Document shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties Grantors in such Collateral and the proceeds thereof, as security for the ObligationsPledged Collateral, in each case prior and superior in right to any other Person person other than the First Lien Secured Parties (except as defined in Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement will constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral (other than Intellectual Property, as defined in the Pledge and Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Pledge and Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Borrower in the Intellectual Property (as defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Borrower after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior in right to any other Security DocumentPerson, subject to Permitted Collateral Liens, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.20(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral and the proceeds thereofstatements (other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.01. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.20(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior in right to any other Person, subject to Permitted Collateral Liens (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Restatement Effective Date). (c) Upon execution and delivery thereof, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is recorded in the taking offices specified on Schedule 3.20(c), such Mortgage shall constitute a perfected Lien on, and security interest in, all right, title and interest of actions such Loan Party in such Mortgaged Property and making of filings necessary under the applicable Requirements of Law proceeds thereof, in each case prior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted hereunder.

Security Documents. (a) The Guarantee and Collateral Security Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor favour of the Collateral Agent, for the benefit of the Secured PartiesParties referred to therein, a valid security interest legal, valid, continuing and enforceable Lien in respect of the Obligations. The DIP Charge shall be a super priority debtor in possession lien in the Collateral described therein and proceeds thereof (to secure the extent a security interest can be created therein under the Uniform Commercial Code)DIP Obligations. In the case Each of the Pledged Equity Interests described DIP Charge and the Security Agreement are subject to applicable bankruptcy, generally and subject to general principles of equity, regardless of whether considered in the Guarantee and Collateral Agreementa proceeding in equity or at law. The financing statements, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements releases and other filings specified (including the entry of the Initial Order) are in appropriate form and have been or will be filed in all applicable public and Court offices. Upon such filings and/or the obtaining of control will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the PPSA) or by obtaining control, under the PPSA (in effect on Schedule 5.19 the date this representation is made) in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 5.19 Canadian Intellectual Property Office and upon the taking of possession or control by personal property security statutes in the Collateral Agent applicable jurisdictions, including the entry of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)Initial Order, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (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 Canadian Intellectual Property Office, the United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject it being understood that subsequent recordings in the case of the Canadian Intellectual Property that is the subject of any application or registrationOffice, to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectionClosing Date).

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (as defined in the Pledge Agreement) and, the Pledge Agreement, together with the Collateral delivered to the extent Agent pursuant thereto, constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, except as provided in the Centre Intercreditor Agreement. (b) The Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral, except as provided in the Centre Intercreditor Agreement and, the Security Agreement, together with financing statements filed in connection with the Original Credit Agreement and the Pledged Securities (as defined in the Security Agreement) delivered pursuant to the Security Agreement, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral in which a security interest can be created therein perfected by (i) filing a financing statement under Article 9 of the Uniform Commercial Code or (ii) delivering possession of a security under Article 8 of the Uniform Commercial Code). In , in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 and as provided in the case Centre Intercreditor Agreement. (c) The Security Agreement, together with the filings made in the United States Patent and Trademark Office and the United States Copyright Office in connection with the Security Agreement constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Pledged Equity Interests described grantors thereunder in the Guarantee Intellectual Property of the Parent, the Borrower and Collateral Agreementthe Subsidiaries to the extent that security interests in such Intellectual Property can be perfected by filing in such offices, when stock or interest certificates representing such Pledged Equity Interests in each case prior and superior in right to any other person , except as provided in the Centre Intercreditor Agreement (along with properly completed stock or interest powers endorsing it being understood that subsequent filings in the Pledged Equity Interest United States Patent and executed Trademark Office and the United States Copyright Office may be necessary to perfect a lien on Intellectual Property acquired by the owner grantors after the date hereof). (d) Each Mortgage is effective to create in favor of such shares or interests) are delivered the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Collateral AgentMortgaged Property thereunder and the proceeds thereof, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are such Mortgage is filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.18(d), the Collateral Agent, for the benefit of the Secured Parties, such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations, 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 Section 8.3) subject 6.02 and as provided in the case Centre Intercreditor Agreement. (e) The Agent for the benefit of the Intellectual Property that is Secured Parties will at all times have the Liens provided for in the Collateral Documents and, subject of any application or registration, to the recordation filing by the Agent of appropriate evidence continuation statements to the extent required by the Uniform Commercial Code, the Collateral Documents will at all times constitute a valid and continuing lien of record and first priority perfected security interest in all the Collateral referred to therein, except as provided in the Centre Intercreditor Agreement and except as priority may be affected by Liens expressly permitted by Section 6.02 and except for Collateral released in accordance with all applicable provisions of this Amended Agreement and the Collateral Documents. No filings or recordings are required in order to perfect the security interests created under the Collateral Documents, except for filings or recordings listed on Schedule 3.18(e). (f) By complying with Sections 4.01(e) and 4.02(x) of the Collateral Agent’s Lien Security Agreement and upon receipt by the Agent of acknowledgement copies of each Notice of Assignment, substantially in the United States Patent and Trademark Office and/or United States Copyright Officeform of Exhibit D 2 to the Security Agreement, as appropriate, and the taking of actions and making of filings necessary required under the applicable Requirements Assignment of Law Claims Act of 1940, as amended (31 U.S.C. ss.3727, 41 U.S.C. ss.15(1988)), each Grantor (as defined in the Security Agreement) shall have assigned to obtain the equivalent of perfectionAgent all moneys due or to become due under each Government Contract (other than (i) those Government Contracts identified as completed on Schedule 13 to the Security Agreement and (ii) Government Contract 65-02F-0414D with the General Services Administration) with a total current or potential value exceeding $100,000 and entered into by such Grantor with any U.S. Federal Governmental Authority.

Security Documents. (a) The Guarantee and Collateral Security Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described identified therein and proceeds thereof (that is subject to the extent a security interest can be created therein under the Uniform Commercial Code). In the case Article 8 or Article 9 of the Pledged Equity Interests described in the Guarantee and Collateral AgreementUCC owned by each Loan Party who is a party thereto, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Documentand, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed as provided in Section 5.03, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC, in each case prior and superior in right to any other Lien on any Collateral other than Permitted Liens. (b) The Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the offices specified on Schedule 5.19 Pledged Equity Interests and Pledged Notes (each as defined in the Pledge Agreement) identified therein, and, when such Pledged Equity Interests which are certificated securities and such Pledged Notes are delivered to the Administrative Agent (and so long as they continue to be properly held by the Administrative Agent and upon satisfaction of any filing or other requirements in respect of Pledged Equity Interests issued by any Foreign Subsidiary and the taking filing of possession or control by the Collateral Agent of the Collateral financing statements with respect to uncertificated Pledged Equity Interests), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Equity Interests and Pledged Notes (each as defined in the Pledge Agreement), in each case subject to no other Lien. (c) The Security Agreement, together with the Intellectual Property Security Agreements referred to therein, when duly recorded in the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in all Patents and Patent Licenses, Trademarks and Trademark Licenses and Copyrights and Copyright Licenses (each as defined in the Security Agreement) owned by such grantors and in which a security interest may be perfected only by possession filing, recording or control registration of a Intellectual Property Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office, in each case prior and superior in right to any other Lien other than Permitted Liens. (which possession or control shall be given to the Collateral Agent to the extent required d) Each Account Control Agreement when duly executed and delivered by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have banks and security intermediaries parties thereto will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Deposit Accounts and Securities Accounts (each as defined in the Security Agreement) prior and superior in right to any other Person, subject only to other Liens permitted therein. (e) When executed and delivered, each Mortgage will be effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest of the Loan Parties in and to the Mortgaged Properties thereunder and the proceeds thereof, as and when the Mortgages are filed in the appropriate filing offices, the Mortgages shall constitute a fully perfected Lien on, and security for interest in, all right, title and interest of the ObligationsLoan Parties in such Mortgaged Properties and proceeds thereof, in each case prior and superior in right to any Lien, other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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 perfectionthan Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by Perfection Certificate, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and (other than the proceeds thereofIntellectual Property, as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that Security Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date of actions the Original Credit Agreement). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements of Law Borrower's right, title and interest in and to obtain the equivalent of perfection.Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. The Guarantee and Collateral (a) Subject to the entry of the Confirmation Order, the Security Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in interests in, the Security Agreement Collateral described therein and proceeds thereof and, (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsi) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements (including fixture filings and transmitting utility filings, as applicable) and other filings specified on Schedule 5.19 in appropriate form are filed in the appropriate offices specified on Schedule 5.19 (as updated in accordance with the terms hereof) and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Security Documents)Agreement shall, to the Collateral Agentextent such Liens can be perfected by the taking of such actions, for the benefit of the Secured Parties, shall have a constitute fully perfected Lien on, and security interest interests in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereof, as security for the ObligationsSecurity Agreement Collateral, in each case prior and superior in right subject to any no Liens other Person than Permitted Liens. (except Liens permitted by Section 8.3b) subject in Subject to the case entry of the Intellectual Property that Confirmation Order, when (i) the Security Agreement or a short form thereof is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, and (ii) financing statements (including fixture filings and transmitting utility filings, as appropriateapplicable) and other filings in appropriate form are filed in the appropriate offices (as updated in accordance with the terms hereof), the Liens created by such Security Agreement shall constitute in the United States fully perfected Liens on, and security interests in, all right, title and interest of the taking of actions grantors thereunder in the Intellectual Property Collateral (as defined in such Security Agreement), in each case, if and making of filings necessary under to the applicable Requirements of Law to obtain the equivalent of perfectionextent a security interest in such Intellectual Property Collateral can be perfected solely by such filing.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isPledge Agreement, or upon execution and delivery by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties (as such term is defined in the Pledge Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as such term is defined in the Guarantee and Collateral Pledge Agreement) and, when (i) such Collateral consisting of corporate stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent together with duly executed, undated instruments of transfer, and (ii) financing statements in appropriate form in respect of limited partnership interests constituting Collateral thereunder are filed in the offices specified therein, the Pledge Agreement and the Lien created thereunder will constitute a fully perfected first priority Lien on, and security interest in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, and for the ratable benefit of the Secured Parties (as such term is defined in the case of the other Collateral described Security Agreement), a legal, valid and enforceable security interest in the Guarantee Collateral (as such term is defined in the Security Agreement), and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon therein, the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by Lien created under the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Guarantors, as applicable, in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person Person. (except Liens permitted c) The Supplemental Security Agreement, upon execution and delivery by Section 8.3) subject the parties thereto, will create in favor of the Special Collateral Agent, for the ratable benefit of the Secured Parties (as such term is defined in the case Supplemental Security Agreement), a legal, valid and enforceable security interest in the Collateral (as such term is defined in the Supplemental Security Agreement), and when financing statements in appropriate form are filed in the offices specified therein, the Lien created under the Supplemental Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intellectual Property that is Borrower and the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright OfficeGuarantors, as appropriateapplicable, in such Collateral in each case prior and the taking of actions and making of filings necessary under the applicable Requirements of Law superior in right to obtain the equivalent of perfectionany other Person.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, and Agent (or in the case of Foreign Subsidiaries in Germany, the Netherlands and the United Kingdom, when pledge agreements complying with applicable foreign laws are executed and delivered), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral described Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Guarantee and Collateral Agreement or any other (as defined in the Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and upon the taking of possession or control by the Collateral Agent security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to which Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be perfected only by possession or control (which possession or control shall be given necessary to the Collateral Agent to the extent required perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Security Documentsgrantors after the date hereof), . (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices in the jurisdictions in which the Mortgaged Properties are located the Mortgages shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations, 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 Section 8.36.02. (e) subject The UK Charge Documents are effective to create in favor of Activision a legal, valid and enforceable security interest in and charge over the personal property assets of UK Sub described therein and, when Form 395 is filed in the case of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien Companies House in the United States Patent and Trademark Office and/or United States Copyright OfficeKingdom, as appropriatesuch UK Charge Documents shall constitute a fully perfected Lien on, and the taking security interest on all right, title and interest of actions UK Sub in such personal property assets prior and making of filings necessary under the applicable Requirements of Law superior in right to obtain the equivalent of perfectionany other person.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of filings necessary under persons pursuant to Liens expressly permitted by Section 6.02; provided that, until the applicable Requirements of Law 30th day after the Closing Date (as such period may be extended by the Administrative Agent in its discretion), Mortgages shall not be required to obtain be effective with respect to Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the equivalent of perfectionClosing Date.

Security Documents. The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Securities (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or 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 Securities, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (a) Upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofCollateral Agent with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (b) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of filings necessary under the applicable Requirements of Law Persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. The Guarantee and Collateral (a) Subject to the entry of the Confirmation Order, the Security Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in interests in, the Security Agreement Collateral described therein and proceeds thereof and, (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsi) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements (including fixture filings and transmitting utility filings, as applicable) and other filings specified on Schedule 5.19 in appropriate form are filed in the appropriate offices specified on Schedule 5.19 (as updated in accordance with the terms hereof) and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Security Documents)Agreement shall, to the Collateral Agentextent such Liens can be perfected by the taking of such actions, for the benefit of the Secured Parties, shall have a constitute fully perfected Lien on, and security interest interests in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereof, as security for the ObligationsSecurity Agreement Collateral, in each case prior and superior in right subject to any no Liens other Person than Permitted Liens. (except Liens permitted by Section 8.3b) subject in Subject to the case entry of the Intellectual Property that Confirmation Order, when (i) the Security Agreement or a short form thereof is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, and (ii) financing statements (including fixture filings and transmitting utility filings, as appropriateapplicable) and other filings in appropriate form are filed in the appropriate offices (as updated in accordance with the terms hereof), the Liens created by such Security Agreement shall constitute in the United States fully perfected Liens on, and security interests in, all right, title and interest of the taking of actions grantors thereunder in the Intellectual Property Collateral (as defined in such Security Agreement), in each case, if and making of filings necessary under to the applicable Requirements of Law to obtain the equivalent of perfectionextent a security interest in such Intellectual Property Collateral can be perfected solely by such filings.

Security Documents. 3. The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral to the extent security interests in such Pledged Collateral can be perfected by such delivery, prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon in the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)Perfection Certificate, the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent security interests in such Collateral can be perfected by the filing of financing statements, prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (a) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofAdministrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by such filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfection.date hereof). #85239856v39

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, 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 pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by the Security Documents)Perfection Certificate, the Guarantee and Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the proceeds thereofUnited States Patent and Trademark Office or the United States Copyright Office), as security for to which perfection is effected through the Obligationsfiling of such financing statements, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in When the case of the Intellectual Property that Guarantee and Collateral Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (d) Each Mortgage is effective to create in favor of actions the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19 (d) with respect thereto, each Mortgage shall constitute a fully perfected Lien on, and security interest, in the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a valid legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent in which a security interest can be created therein under Article 8 or 9 of the Uniform Commercial Code). In UCC and proceeds thereof and (i) in the case of the Pledged Equity Interests described in Collateral, upon the Guarantee and Collateral Agreement, earlier of (A) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, (B) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 3.19(a) and upon (ii) in the taking case of possession or control by the all other Collateral Agent of the Collateral with respect to described therein in which a security interest may can be perfected only by possession created under Article 8 or control 9 of the UCC (which possession or control shall be given to other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the Collateral Agent to the extent required by the Security Documentsoffices specified on Schedule 3.19(a), the Guarantee and Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral in which a security interest may be perfected by filing in the United States and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person person (except with respect to Liens expressly permitted by Section 8.36.02) subject in the case of the Intellectual Property (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as appropriatesecurity for the Obligations, in each case prior and the taking of actions and making of filings necessary under the applicable Requirements of Law superior in right to obtain the equivalent of perfectionany other person (except with respect to Liens expressly permitted by Section 6.02).

Security Documents. The Guarantee and Collateral (a) Each Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Codeas defined in such Pledge Agreement). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agentand, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security DocumentDomestic Pledge Agreement, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the such Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given is delivered to the Collateral Agent such Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to the extent required by the any other person. (b) Each Security Documents), Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement), and when the actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral and, as to assets in the United States, subject to § 9-315 of the Uniform Commercial Code (and, as to assets outside the United States, subject to the comparable provision of the law that governs each such Security Agreement), the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When a Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, and when the other actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such Collateral and Security Agreement) and, subject to § 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person person. (except Liens permitted d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties and, to the extent provided by Section 8.3applicable law, the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d) subject (or, in the case of Mortgaged Properties not owned by GrafTech or a Subsidiary on the Intellectual Property that is Effective Date, the subject appropriate filing offices in the jurisdictions in which such Mortgaged Properties are located), the Mortgages will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any application or registrationother person, other than with respect to the recordation rights of appropriate evidence of persons pursuant to Liens expressly permitted by Section 6.02. (e) On the Effective Date, after giving effect to the Transactions to occur on the Effective Date, and at all times thereafter, 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 perfectionGuarantee Requirement will be satisfied.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) securing the Obligations, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered subject to the Collateral AgentLiens permitted under Section 6.02, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have constitutes a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties in such the Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) prior and superior to the rights of any other Person, subject only to Liens permitted under Section 6.02. (b) Each Mortgage creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien securing the Obligations on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the counties specified on Schedule 4.05, the Mortgages will constitute a fully perfected Lien on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties and subject to Liens permitted under Section 6.02). (c) The Lien created under the Guarantee and Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Loan Parties in the material Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Person, subject to Liens permitted by under Section 8.3) subject in the case of the 6.02 and other than Liens that may exist on immaterial Intellectual Property (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or or the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, as appropriaterespectively, and acquired by the taking of actions and making of filings necessary under Grantors after the applicable Requirements of Law to obtain the equivalent of perfectionEffective Date).

Security Documents. The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Collateral Agreement) and the proceeds thereof and (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of i) when the Pledged Equity Interests described Collateral (as defined in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Lien created under Collateral Agreement or any other Security Documentshall constitute a fully perfected first priority Lien on, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in security interest in, all right, title and interest of (a) the offices specified on Schedule 5.19 and upon the taking of possession or control by Lien created under the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (a) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofBondholder Designee) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. The Guarantee and Collateral Agreement and each other (a) Each Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties) a legal, a valid and enforceable security interest in the Collateral described therein and proceeds thereof (to therein. As of the extent a security interest can be created therein under the Uniform Commercial Code). In Closing Date, in the case of the Pledged Equity Interests Collateral described in the Guarantee and Collateral Security Agreement, when stock certificates or interest certificates promissory notes, as applicable, representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing Collateral and required to be delivered under the Pledged Equity Interest and executed by the owner of such shares or interests) applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon in the taking of possession or control by Security Agreement, the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (b) When the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, 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 thereunder in such Collateral the United States registered trademarks and the proceeds thereofpatents, as security for the Obligationstrademark and patent applications and registered copyrights, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and issued patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). For the avoidance of doubt, the grant of a security interest in such Intellectual Property (and the perfection thereto) shall not be deemed to be an assignment of Intellectual Property rights owned by the Loan Parties. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the taking Mortgages executed and delivered after the Closing Date pursuant to this Agreement shall be, effective to create in favor of actions the Collateral Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Collateral Agent and making the other Secured Parties, legal, valid and enforceable Liens on all of filings necessary the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage Taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.18) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under the applicable Requirements of Law to obtain the equivalent of perfectionforeign law.

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Pledge Agreement) and, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement or any other Security DocumentAgreement) and, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given 6 to the Collateral Agent to the extent required by Perfection Certificate, the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and (other than the proceeds thereofIntellectual Property, as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person person, other than with respect to any Permitted Liens. (except Liens permitted by Section 8.3c) subject in When the case of the Intellectual Property that Security Agreement is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien filed in the United States Patent and Trademark Office and/or and the United States Copyright Office, as appropriatethe Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking of actions grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and making of filings superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary under to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the applicable Requirements of Law to obtain grantors after the equivalent of perfectiondate hereof).

Security Documents. The Guarantee and Collateral Agreement and each other Security Document is, or upon execution will be, (a) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties thereunder, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of as defined in such Pledge Agreement) and, when the Pledged Equity Interests described Stock (as defined in the Guarantee and Collateral such Pledge Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral AgentAgent (or, and as applicable in the case of any capital stock or other equity interest that is uncertificated or in foreign jurisdictions requiring filings or recordations, applicable registrations, filings or recordations are made), such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral and the proceeds thereof, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is effective to create in favor of the Collateral described Agent, for the ratable benefit of the Secured Parties thereunder, a legal, valid and enforceable security interest in the Guarantee and Collateral Agreement or any other (as defined in such Security DocumentAgreement) and, when financing statements and or other filings specified on Schedule 5.19 appropriate documents in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral 3.18 with respect to which a security interest may be perfected only by possession or control (which possession or control each Security Agreement, such Security Agreement shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in the case Each of the Intellectual Property that is the subject of any application or registrationMortgages, when executed, will be effective to the recordation of appropriate evidence create in favor of the Collateral Agent’s , for the ratable benefit of the Secured Parties thereunder, a legal, valid and enforceable Lien on all the right, title and interest of the Loan Party that is party thereto in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the United States Patent and Trademark Office and/or United States Copyright Officeoffice specified on Schedule 3.18 with respect to such Mortgage, as appropriatesuch Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the taking proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of actions and making of filings necessary under the applicable Requirements of Law persons pursuant to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) in the case of applicable Pledged Collateral, when stock or interest stocks certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) in the case of the other Collateral described in the Guarantee and Collateral Agreement or any (other Security Documentthan Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent such Liens can be perfected by filing a financing statement, as security for under the ObligationsUniform Commercial Code, in each case prior and superior in right to any other Person (except other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject in In the case of Intellectual Property (as defined in the Guarantee and Collateral Agreement), upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Agents) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed with the appropriate Governmental Authorities, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances in the case of filings necessary Mortgaged Property and any other Liens expressly permitted under the applicable Requirements Section 6.02 in respect of Law to obtain the equivalent of perfectionany other Collateral described in this clause (c).

Security Documents. (a) The Guarantee and Collateral Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Pledge Agreement) and, with respect to all Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are previously delivered to and in the possession of the Collateral Agent, and constitutes, or in the case of the other Collateral described to be delivered in the Guarantee future, will constitute, a fully perfected first priority Lien on, and Collateral Agreement or security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Document, when financing statements and other filings specified on Schedule 5.19 Agreement is effective to create in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking favor of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the ratable benefit of the Secured Parties, shall have a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, together with the financing statements previously filed or to be filed in the future, constitutes, or in the case of any future filing, will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and (other than the proceeds thereofIntellectual Property, as security for defined in the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (c) subject in the case of the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien The Security Agreement currently on file in the United States Patent and Trademark Office and/or and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the Effective Date). With respect to the Intellectual Property owned by any of the Cedarapids Companies, when an addendum to the Security Agreement specifying such Intellectual Property is filed in the United States Patent and Trademark Office and the United States Copyright Office, as appropriatethe Security Agreement shall also constitute a fully perfected Lien on, and security interest in, all right, title and interest of the taking grantors thereunder in the Intellectual Property owned by the Cedarapids Companies, in each case prior and superior in right to any other person. (d) The Mortgages are effective, or, in the case of actions the Cedarapids Mortgages, will be effective, to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and making enforceable Lien on all of filings necessary under the applicable Requirements Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and constitute, or, in the case of Law to obtain the equivalent of perfection.Cedarapids Mortgages upon filing in the locations specified in Schedule 3.19

Security Documents. The Guarantee and Collateral (a) Subject to the provisions of Section 9.17, each Pledge Agreement and each other Security Document is, or upon execution will be, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in such Pledge Agreement), and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and when such Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are is delivered to the Collateral Agent such Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Subject to the provisions of Section 9.17, each Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee such Security Agreement), and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 6 to the Perfection Certificate, such Security Agreement will constitute a fully perfected Lien on and upon the taking of possession or control by the Collateral Agent security interest in all right, title and interest of the Collateral grantors thereunder in such Collateral, in each case prior and superior in right to any other person, other than with respect to which a security interest may be perfected only Liens expressly permitted by possession or control Section 6.02. (which possession or control shall be given c) Subject to the Collateral Agent to provisions of Section 9.17, when a Security Agreement (or an appropriate memorandum of security agreement) is filed in the extent required by United States Patent and Trademark Office and the United States Copyright Office, such Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in such Collateral and the proceeds thereof, as security for the ObligationsSecurity Agreement), in each case prior and superior in right to any other Person person. (except Liens permitted by Section 8.3d) subject in the case of the Intellectual Property that is the subject of any application or registration, Subject to the recordation provisions of appropriate evidence Section 9.17, the Mortgages are effective to create in favor of the Collateral Agent’s , for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the United States Patent and Trademark Office and/or United States Copyright Officeoffices specified on Schedule 3.19(d), as appropriatethe Mortgages will constitute fully perfected Liens on, and security interests in, all right, title and interest of the taking Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of actions persons pursuant to Liens expressly permitted by Section 6.02. (e) On the Closing Date, after giving effect to the Closing Date Transactions, and making of filings necessary under at all times thereafter, the applicable Requirements of Law to obtain the equivalent of perfectionCollateral and Guarantee Requirement will have been satisfied.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed Collateral Agreement) to be perfected by the owner of such shares or interests) are possession is delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in in, and required filing fees paid to, the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)3.31, the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligationsthat can be perfected by filing a financing statement (other than Intellectual Property), in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.31, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent (or to a bailee thereof in accordance with the Intercreditor Agreement), the Lien on the Pledged Collateral created under the Guarantee and Collateral Agreement or shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson (other than with respect to Liens granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 6.02), and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien on the Collateral Agent, for created under the benefit of the Secured Parties, shall have Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (solely to the extent a Lien on such Collateral can be perfected by filing a UCC financing statement), in each case prior and superior in right to any other Person, other than with respect to ▇▇▇▇▇ granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 6.02. (f) Upon the recordation of the Guarantee and Collateral Agreement (or a short- form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofRequired Lenders) with the United States Patent and Trademark Office and the United States Copyright Office, as together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien on Collateral constituting Intellectual Property created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security for interest in, all right, title and interest of the ObligationsLoan Parties in such Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (except other than with respect to Liens granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 8.36.02) subject in the case of the Intellectual Property (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (g) The Mortgages (if any) are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property (if any) thereunder and the proceeds thereof, and when the taking Mortgages (if any) are filed in the offices specified on Schedule 3.19(c), such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making of filings necessary the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens granted to the First Lien Secured Parties under the applicable Requirements of Law First Lien Documents and with respect to obtain the equivalent of perfectionLiens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee Pledge and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Pledge and Security Agreement) and the proceeds thereof and (to i) when the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such evidencing Pledged Equity Interests (along with properly completed stock or interest powers endorsing as defined in the Pledged Equity Interest Pledge and executed by the owner of such shares or interestsSecurity Agreement) are delivered to the Collateral AgentAgent (together with blank endorsements), the Lien created under the Pledge and Security Agreement shall constitute a fully perfected Lien on, and in the case security interest in, all right, title and interest of the Loan Parties in such Pledged Equity Interests in each case prior and superior in right to any adverse claim of any other Collateral Person (other than Liens of the type described in the Guarantee Section 6.02), and Collateral Agreement or any other Security Document, (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents)5.4 thereto, the Collateral Agent, for Lien created under the benefit of the Secured Parties, shall have Pledge and Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Pledge and Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the proceeds thereofCollateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 5.4 thereto, the Lien created under the Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Recorded Intellectual Property (as defined in the Pledge and Security Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriate, trademark and patent applications and registered copyrights acquired by the taking of actions and making of filings necessary under Loan Parties after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereto in such Pledged Collateral, in each case prior and superior in right to any other Security Documentperson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) to the extent such security for the Obligationsinterest may be perfected by filing, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the case offices specified on Schedule 3.19(a), the Liens created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriate, trademark applications and copyrights acquired by the taking of actions and making of filings necessary under grantors after the applicable Requirements of Law to obtain the equivalent of perfectiondate hereof).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, subject to Permitted Collateral Liens, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon 3.20(a) (provided that the taking of possession or control by the Collateral Agent Borrower shall supplement such Schedule as of the Collateral Acquisition Date to add any necessary information with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given the applicable filing offices with respect to the Collateral Agent to the extent required by the Security DocumentsTarget and its subsidiaries), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral and the proceeds thereofstatements (other than Intellectual Property, as security for defined in the ObligationsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Person, other than with respect to Liens expressly permitted by Section 8.36.01. (b) subject Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the case offices specified on Schedule 3.20(a) (provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the financing statements with respect to the Target and its subsidiaries), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, subject to Permitted Collateral Liens (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Acquisition Date). (c) Upon execution and delivery thereof, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is recorded in the taking offices specified on Schedule 3.20(c) (provided that the Borrower shall supplement such Schedule as of actions the Acquisition Date to add any necessary information with respect to the Mortgages with respect to the Target and making its subsidiaries and any additional Significant Real Property acquired by Intermediate Holdings, ADS, the ADS Entities and the IWS Entities on or after the Closing Date and prior to the Acquisition Date), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of filings necessary under such Loan Party in such Mortgaged Property and the applicable Requirements of Law proceeds thereof, in each case prior and superior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted hereunder.

Security Documents. (a) The Guarantee Guaranty and Collateral Security Agreement and each other Security Document is, or upon execution will be, effective to create creates in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a valid legal, valid, continuing and enforceable security interest interests in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee Guaranty and Collateral Security Agreement, when stock or interest certificates representing such Pledged Equity Interests ). (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsb) are The financing statements delivered to the Collateral AgentAdministrative Agent on the Closing Date are in appropriate form and have been or will be filed in the offices specified in Schedule 9 of the Guaranty and Security Agreement. Upon such filings, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties in, all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including the proceeds of such Collateral subject to the limitations relating to such proceeds in the case UCC), prior and superior in right to any other Person, except for Permitted Prior Liens. (c) When the Pledged Interests (as defined in the Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) is delivered to the Administrative Agent (or its agent), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties in, such Pledged Interests, prior and superior in right to any other Collateral described Person, except for Permitted Prior Liens. (d) When the Guaranty and Security Agreement (or a short form intellectual property security agreement) is filed in the Guarantee United States Patent and Collateral Agreement or any other Security Document, Trademark Office and the United States Copyright Office and when financing statements statements, releases and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on in Schedule 5.19 and upon the taking of possession or control by the Collateral Agent 9 of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Guaranty and Security Documents)Agreement, the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable Credit Parties in such Collateral the Intellectual Property (as defined in the Guaranty and 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 proceeds thereofUnited States Patent and Trademark Office or the United States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks, as appropriatetrademark applications and copyrights acquired by the Credit Parties after the Closing Date), except for Permitted Prior Liens. (e) When Control Agreements are executed and delivered to the Administrative Agent, the Administrative Agent shall have (i) ”control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Deposit Accounts) and (ii) a fully perfected Lien on, and the taking security interest in, all right, title and interest of actions and making of filings necessary under the applicable Requirements of Law to obtain Credit Parties in the equivalent of perfectionDeposit Accounts (other than Excluded Deposit Accounts).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) in the case of applicable Pledged Collateral, when stock or interest stocks certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) in the case of the other Collateral described in the Guarantee and Collateral Agreement or any (other Security Documentthan Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent such Liens can be perfected by filing a financing statement, as security for under the ObligationsUniform Commercial Code, in each case prior and superior in right to any other Person (except other than with respect to Liens expressly permitted by Section 8.36.02. (b) subject in In the case of Intellectual Property (as defined in the Guarantee and Collateral Agreement), upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Agents) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the taking Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions the Loan Parties in such Mortgaged Property and making the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Encumbrances in the case of filings necessary Mortgaged Property and any other Liens expressly permitted under the applicable Requirements Section 6.02 in respect of Law to obtain the equivalent of perfectionany other Collateral described in this clause (c).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such the Pledged Equity Interests (along with properly completed stock or interest powers endorsing as defined in the Pledged Equity Interest Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are delivered to the Collateral Agent, and in the case of the other Collateral described in Lien created under the Guarantee and Collateral Agreement or 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 Equity Interests, prior and superior in right to any other Security DocumentPerson other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.19(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and (other than Intellectual Property) to the proceeds thereofextent such Liens can be perfected by filing a financing statement, as security for under the ObligationsUniform Commercial Code, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property that is the subject of any application or registration, to 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.other than

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document isAgreement, or upon execution and delivery thereof by the parties thereto, will be, effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest Collateral (as defined in the Guarantee and executed by the owner of such shares or interestsCollateral Agreement) are is delivered to the Collateral Agent, and in the case of the other Collateral described in the Lien created under Guarantee and Collateral Agreement or shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Security DocumentPerson, and (ii) when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents3.24(a), the Lien created under the Guarantee and Collateral Agent, for the benefit of the Secured Parties, shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such statements (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Lead Borrower and the proceeds thereofCollateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.24(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security for interest may be perfected by filing in the ObligationsUnited States and its territories and possessions, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject in the case of the Intellectual Property it being understood that is the subject of any application or registration, to the recordation of appropriate evidence of the Collateral Agent’s Lien subsequent recordings in the United States Patent and Trademark Office and/or and the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the taking offices specified on Schedule 3.24(c), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of actions such Loan Party in such Mortgaged Property and making of filings necessary under the applicable Requirements of Law proceeds thereof, in each case prior and superior in right to obtain the equivalent of perfectionany other Person, other than with respect to Liens expressly permitted by Section 6.01.

Security Documents. The Guarantee (a) Except as otherwise provided in Section 3.19(b) and Section 3.19(c), the Collateral Agreement and each other Security Document is, or upon execution will be, effective to Agreements create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can intended to be created thereby and required therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interestsi) are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Agent of the Pledged Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent as required by the Security DocumentsCollateral Agreements, the Liens created by the Collateral Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are accepted by the appropriate filing offices specified on Schedule 3.19(a), the Lien created under the Collateral Agent, for the benefit of the Secured Parties, Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which a security interest therein may be perfected by the filing of financing statements in such Collateral and the proceeds thereof, as security for the Obligationsoffices, in each case prior and superior in right to any other Person (except person, other than with respect to Liens expressly permitted by Section 8.36.02 or the Collateral Agreements. (b) subject Upon the recordation of an intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the case offices specified on Schedule 3.19(a), the Lien created under each of the Collateral Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property that is the subject of any application or registration, to the recordation of appropriate evidence (as defined in each of the Collateral Agent’s Lien Agreements) in which a security interest may be perfected by filing financing statements or filings with the United States Patent and Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and/or or the United States Copyright OfficeOffice may be necessary to perfect a Lien on registered trademarks and patents, as appropriatetrademark and patent applications and registered copyrights acquired by the Loan Parties after the Third Restatement Date). (c) The Mortgages (or, in the case of any Mortgage executed and delivered after the Third Restatement Date in accordance with the provisions of Section 5.12, will be) are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Vessel thereunder, and when the taking of actions and making of filings necessary under Mortgages are duly filed with the applicable Requirements filing office and all related recording fees paid, the Mortgages shall constitute a fully perfected Lien on all right, title and interest of Law the Loan Parties in such Mortgaged Vessel, in each case prior and superior in right to obtain any other person, other than with respect to the equivalent rights of perfectionpersons pursuant to Liens expressly permitted by Section 6.02 or by such mortgage.