Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (ai) The Guarantee and Collateral Security Agreement, together with upon execution and delivery thereof by the Reaffirmation Agreementparties thereto, are effective to will create in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee Security Agreement) and Collateral Agreement)the proceeds thereof, in each case prior and superior which a security interest may be perfected under the Uniform Commercial Code as in right to any other Person (except Liens permitted effect at the relevant time by Section 7.3(a)filing of financing statements, (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements and delivered pursuant to Section 6.9(bgrants of security in intellectual property and the execution of appropriate control agreements) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Collateral), in each case prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens or other encumbrances or rights permitted by Section 7.2, in the case of each of clauses (i) and (ii) above, to the extent required by the Security Agreement. (b) Intentionally Deleted. (c) Schedule 4.19 lists completely and correctly as of the Closing Date all real property owned and leased by the Borrower and the Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiaries have valid leases in all the leased real property set forth on Schedule 4.19 and good and marketable title in all the owned real property set forth on Schedule 4.19. (i) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof, in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant Mortgage)time by filing of financing statements or obtaining control or possession, and (ii) the Lien created under the Pledge Agreement is (or will be, upon the filing of appropriate financing statements, the execution of appropriate control agreements and delivery of certificated securities and instruments to the Administrative Agent) a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Parent in such Pledged Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 7.2, in the case of each of clauses (i) and (ii) above, to the extent required by Pledge Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock, ) when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Collateral Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Collateral Agent) and such other filings as are specified on Schedule 2 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with upon execution and delivery thereof by the Reaffirmation Agreementparties thereto, are effective to will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described as defined in the Guarantee and Collateral Agreement, financing statements ) and the proceeds thereof and (i) when the Pledged Collateral (as defined in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and Agreement) is delivered to the Liens created collateral agent under the First Lien Guarantee and Collateral Agreement (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent), the Lien created under Guarantee and the Reaffirmation Collateral Agreement shall constitute a fully perfected Liens in first priority (subject to the Intercreditor Agreement) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person other than, pursuant to the terms of the Intercreditor Agreement, the First Lien Secured Parties (as defined in the 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 Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security for interest in, all right, title and interest of the Obligations 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 (except person, other than with respect to Liens expressly permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)6.02. (b) Each Upon the recordation of the Mortgages existing as of Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the date hereofBorrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, when amended by together with the mortgage amendment referred to financing statements in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are appropriate form filed in the offices specified on Schedule 4.19(b) (in 3.19(a), Lien created under the case of the Mortgages existing as of the Restatement Closing Date) Guarantee and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant Mortgage)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 person other than, pursuant to the terms of the Intercreditor Agreement, the First Lien Secured Parties (as defined in the Intercreditor Agreement) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights 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 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 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 Persons holding with respect to the rights of persons pursuant to Liens or other encumbrances or rights expressly permitted by the relevant Mortgage)Section 6.02.

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreementdelivered, together with the Reaffirmation Agreement, are is effective to create in favor of the Administrative Agent, Collateral Trustee (for the benefit of the Secured Parties), a legal, valid and enforceable security interest in the Collateral described therein. In therein and the case Collateral Trustee has been authorized (and is hereby authorized) to make all filings of UCC-1 and as-extracted collateral financing statements in the Pledged Stockappropriate filing office necessary or desirable to fully perfect the Collateral Trustee’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described Gibraltar Pledge Agreement, by registering the Gibraltar Pledge Agreement at Companies House Gibraltar within 30 days following the Closing Date, and (ii) with respect to the security interest created in the Guarantee and Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Collateral Trustee (or by the ABL Agent as bailee for the Collateral Trustee pursuant to the ABL Intercreditor Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(aif applicable) as of the Restatement Closing Date any such Collateral which may be perfected by possession), such security interests will constitute perfected First Priority Liens on, and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in security interests in, all right, title and interest of the Loan Parties debtor party thereto in such Collateralthe Collateral described therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted appropriate filing office or by Section 7.3(a), (m), (s) and (u) anddelivery, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)possessory Collateral. (b) Each of the Mortgages existing as of the date hereofMortgages, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) executed and delivered, will be effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereof; such security interests will constitute, upon such Mortgage being and when (i) the Mortgage Amendments are filed recorded in the offices specified appropriate filing offices, First Priority liens on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Material Real Property.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Security Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described thereintherein (including any proceeds of any item of Collateral). In the case of (i) the Pledged Stockpledged securities described in the Security Agreement, stock when any certificates or notes, as applicable, representing such Pledged Stock have been pledged securities are delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) 4.17 (in the case of the Mortgages existing which financing statements have been duly completed and executed (as of the Restatement Closing Dateapplicable) and (ii) delivered to the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in Administrative Agent), the recording office designated by the Borrower, such Mortgage Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the Mortgaged Properties described therein offices specified on Schedule 4.17 and through the proceeds thereofdelivery of such pledged securities), as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens permitted under Section 7.02. (b) Each Mortgage executed and delivered by each Obligor on or after the Fourth Restatement Effective Date pursuant to clause (d) of the Collateral and Guarantee Requirement and Section 6.11 shall be effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest on all of such Obligors’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed or recorded in the proper real estate filing or recording office, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Obligor in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other encumbrances or rights Person, other than with respect to Liens permitted by the relevant Mortgage)under Section 7.02.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.20(a) as together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement requirements set forth in Section 5.9 have been completed and complied with, the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute Administrative Agent shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (sx) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.37.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement. (b) Each To the extent applicable, each of the Mortgages existing as of the date hereofMortgages, when amended by the mortgage amendment referred if any, entered into pursuant to in Section 6.13 (the “Mortgage Amendments”5.9(d) will be 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 property described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerappropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereofsubject property, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by the relevant MortgageSection 7.2).

Security Documents. (a) The As of the Closing Date, the provisions of the Escrow Agreement create a legal, valid and perfected security interest and Lien on the Escrow Property in favor of the Collateral Agent for the benefit of the Secured Parties over all other Liens on the Escrow Property, and the Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement and each other Security Document is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged StockEquity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock have been Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsementCollateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement or any other Security Document (other than Deposit Accounts), when financing statements and other filings specified on Schedule 5.19(a) of the Disclosure Letter in appropriate form have been are filed in the offices specified on Schedule 4.19(a5.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to Disclosure Letter, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a8.3 (other than Liens permitted by clauses (p), (m), (see) and (ujj) andof Section 8.3)), subject, however, in the case of Collateral other than any Pledged Stock, other Liens permitted by Section 7.3)Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law. (b) Each of Subject on the Mortgages existing as of Acquisition Effective Date to the date hereofFunds Certain Provisions, when amended by the mortgage amendment referred Guarantee and Collateral Agreement and each other Security Document (in each case upon giving effect to in Section 6.13 (any joinders thereto on the “Mortgage Amendments”Acquisition Effective Date) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legalvalid security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement (upon giving effect to any joinders thereto on the Acquisition Effective Date), when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than Deposit Accounts) (in each case upon giving effect to any joinders thereto on the Acquisition Effective Date), when financing statements and other filings specified on Schedule 5.19(b) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.19(b) of the Disclosure Letter, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)), subject, however, in the case of any Pledged Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law. (c) Schedule 5.19(c) of the Disclosure Letter lists, as of the Closing Date, each parcel of (i) owned real property that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Borrower or any of the other Loan Parties on the Closing Date. Upon delivery in accordance with Section 7.9(b), each of the Mortgages with respect to the Properties listed on Schedule 5.19(c) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowertherein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Persons holding Liens or other encumbrances or rights permitted by clauses (p), (ee) and (jj) of Section 8.3)). (d) Schedule 5.19(d) of the Disclosure Letter lists, as of the Acquisition Effective Date, each parcel of (i) owned real property that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Acquired Business. Upon delivery in accordance with Section 7.9(b), each of the Mortgages with respect to the Properties listed on Schedule 5.19(d) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and the proceeds thereof. In the case of (i) the Pledged Stock, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed stock powers duly endorsed in blank, (ii) security interests in the Investment Accounts that can be perfected by control, when the Account Control Agreements and signed stock power or endorsement)the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the case of the other Collateral described in the Guarantee and Collateral Agreement, Agreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements specified on Schedule 4.22(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and 4.22(a), the Liens created granted under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (except Liens permitted by Section 7.3(a), (m), (sA) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). Permitted Liens, or (bB) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Dateany Pledged Stock, Liens (x) and (ii) the Mortgages which are to be executed and delivered arising pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlimited liability company agreements, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest partnership agreements or other governing documents of the Loan Parties in or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each Security Document (other than the Reaffirmation Agreement, are Mortgage Amendments) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under 5.19(a), the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute other Security Documents shall create a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), other Liens permitted by Section 7.38.3). As of the Restatement Effective Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of the Canadian Borrower. (b) Each of the Mortgages existing Mortgage, as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (Mortgage Amendments executed and delivered after the “Mortgage Amendments”) Restatement Effective Date, will be effective to continue to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments are filed or registered in the offices specified on Schedule 4.19(b) (in the case of the Mortgages 5.19(b), each such existing Mortgage, as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated amended by the BorrowerMortgage Amendments, such Mortgage shall constitute continue to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereofthereof described in each of the existing Mortgages, as amended by the Mortgage Amendments, as security for the Obligations (as defined in the relevant existing Mortgage, as amended by the Mortgage Amendments), in each case prior and superior in right to any other Person (Person, other than Persons holding Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 or other encumbrances or rights permitted consented to by the relevant Mortgage)Collateral Agent. Schedule 1.1 lists, as of the Restatement Effective Date, each site of owned real property and each leasehold interest in ground leases held by Cedar Fair LP or any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, provisions of this Agreement are effective to create create, in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on on, and security interest in, all of the Mortgaged Properties Collateral described therein herein, and proceeds thereof; and when (i) the Mortgage Amendments when financing statements and other filings in appropriate form are filed in the offices specified set forth on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date9.1.25(a) and (ii) upon the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated taking of possession or control by Administrative Agent (or by the BorrowerTerm Loan Agent subject to the terms of the Intercreditor Agreement) of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent (or the Term Loan Agent subject to the terms of the Intercreditor Agreement) to the extent possession or control by Administrative Agent is required by this Agreement), such Mortgage the Liens created by this Agreement shall constitute a fully perfected Lien first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interest interests in, all right, title and interest of the Loan Parties Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than such Liens and, subject to the terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (b) If and when executed and delivered, each Mortgage will be effective to create, in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Mortgaged Properties described therein Property and the proceeds thereof, as security for subject only to Permitted Liens, and when any Mortgage is executed and delivered after the Obligations (as defined date hereof in accordance with the provisions of Section 7.3.1 and filed in the relevant Mortgageappropriate offices), the Mortgages shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Obligors in the Real Estate subject to such Mortgage and the proceeds thereof, in each case prior and superior in right to any other Person (person, other than Persons holding Liens or other encumbrances or rights permitted by such Mortgage and, subject to the relevant Mortgage)terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (c) Each Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law or possession or control is conferred to Administrative Agent, such Security Document will constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Obligors in such Collateral, in each case with no other Liens except for Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders and the Fronting Banks, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to 3.18(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each such case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3Permitted Liens). (b) Each of the Mortgages existing Mortgages, as of the date hereof, when amended by the mortgage amendment referred respective Fifth Amendment to in Section 6.13 Mortgage (the “Mortgage Amendments”) will and as may be further amended thereafter), is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders and the Fronting Banks, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when the Fifth Amendment to Mortgage (iand any subsequent amendments thereto) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing 3.18(b), each such Mortgage, as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated amended by the Borrowerrespective Fifth Amendment to Mortgage (and as may be further amended thereafter), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted Permitted Liens. Schedule 1.1C lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Security Pledge Agreement, together with upon execution and delivery thereof by the Reaffirmation Agreementparties thereto, are will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens) security interest in the Collateral described thereintherein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged StockStock described in the Security Pledge Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Security Pledge Agreement, when financing statements and other filings specified on Schedule 8.19 in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in 8.19, the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein such Collateral and the proceeds thereofthereof (other than Intellectual Property registered or issued in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, as applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.20(a) as together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement requirements set forth in Section 6.9 have been completed and complied with, the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute Agent shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3, and in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law and Liens permitted by Section 7.3(m)), in each case, to the extent required by the Guarantee and Collateral Agreement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties described therein and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Schedule 1.1B lists, as of the relevant Mortgagedate hereof, each parcel of owned real property located in the United States and held by the Company or any of the Guarantors that has a fair market value estimated in good faith by the Company, in excess of $5,000,000 (each, a “Mortgaged Property”).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock, ) when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent Collateral Agent, (together with a properly completed ii) the Material Deposit Accounts and signed stock power or endorsement), and Material Securities Accounts described in the case Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement, Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts),when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Collateral Agent) and such other filings as are specified on Schedule 2 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock, ) when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent Collateral Agent, (together with a properly completed ii) the Material Deposit Accounts and signed stock power or endorsement), and Material Securities Accounts described in the case Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Collateral Agent) and such other filings as are specified on Schedule 2 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The Guarantee and Collateral the Security Agreement, together with duly executed and delivered by the Reaffirmation Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as defined in the Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, are effective (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 collateral described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowertherein, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant Mortgage)jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein. In therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged StockSecurities, stock certificates representing upon the earlier of (A) when such Pledged Stock have been Securities are delivered to the Administrative Collateral Agent and (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, B) when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the Restatement Closing Date and such other filings as are UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 2 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, all right, title and interest of the Loan Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement)arising hereunder, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), with respect to Permitted Liens) (m), (s) and (u) and, it being understood that subsequent recordings in the case United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral other than Pledged Stock, other Liens permitted Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by Section 7.3the Borrower or its legal counsel). (bc) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof; , subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when (i) the Mortgage Amendments Mortgages are filed recorded in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights expressly permitted by the relevant Mortgageclause (a), (f) and (g) of Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable binding security interest in the Collateral described thereintherein and proceeds and products thereof. In the case of the certificated Pledged Stock, when any stock or membership certificates representing such certificated Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or corresponding endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date 4.19(a)-1 and such other filings and actions as are specified on Schedule 2 3 to the Guarantee Security Agreement are made and Collateral taken (which may or may not be required pursuant to the terms of the Security Agreement), the Security Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of Xxxx Resorts Holdings and the Loan Parties in such CollateralCollateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Person Lien (except Liens permitted by Section 7.3(aSenior Permitted Liens), (m), (s) . Schedule 4.19(a)-2 lists as of the Amended and (u) and, in Restated Effective Date each UCC Financing Statement that names Xxxx Resorts Holdings or any Loan Party as debtor and will remain on file after the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)Amended and Restated Effective Date. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable binding Lien on on, and security interest in, the Mortgaged Properties described therein and proceeds and products thereof; , and when (i) the Mortgage Amendments Mortgages and related fixture filings are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all of the Mortgaged Properties and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Lien (except Senior Permitted Liens). (c) The Intellectual Property Security Agreements are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and binding security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. With respect to domestic Intellectual Property Collateral, upon (i) the filing and recordation of the Intellectual Property Security Agreements in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with payment of all requisite fees and (ii) the filing of financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements have been duly completed and filed by the Collateral Agent in accordance with applicable Requirements of Law) the Intellectual Property Security Agreements shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Person Lien (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgageexcept Senior Permitted Liens). (d) The Control Agreements are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and binding security interest in the Accounts described therein and proceeds and products thereof. Upon the execution of the Control Agreements, the Control Agreements shall constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Accounts and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Lien (except Senior Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective until release thereof permitted under this Agreement to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute constitutes a fully perfected Liens in Lien on all right, title and interest of the Loan Parties Borrower and the Guarantors in such CollateralCollateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens expressly permitted under Section 6.01, provided that Liens required by Section 7.3(a), (m), (s) and (u) and6.01 to be junior to the Liens securing the Facility are, in fact, junior to the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)securing the Facility. (b) Each of the Mortgages existing as of the date hereofThe Mortgages, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be upon execution and delivery thereof, are 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 (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the appropriate recording office designated by the Borroweroffices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower and the Loan Parties Guarantors in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person except Liens expressly permitted under Sections 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the Liens securing the Facility. (c) The Borrower has granted, or pursuant to Section 5.18(a), shall grant, or has caused the Guarantors to grant or, pursuant to Section 5.18(a), shall cause the Guarantors to grant, Mortgages in favor of the Agent for the benefit of the Secured Parties, effective to create legal, valid and enforceable first priority Liens (subject only to Liens expressly permitted under Sections 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the Liens securing the Facility) on (i) all of the Real Property owned by the Borrower or any Guarantor other than Persons holding Liens Excluded Property and Real Property for which the Borrower or other encumbrances or rights permitted the applicable Guarantor is not required to deliver a Mortgage as expressly provided in this Agreement and (ii) substantially all of the Real Property owned by the relevant Mortgage)Borrower, the Guarantors and/or the Restricted Subsidiaries of the Borrower which are necessary to operate the businesses of the Borrower, the Guarantors and/or the Restricted Subsidiaries of the Borrower in the ordinary course.

Security Documents. (a) The Guarantee Except as otherwise contemplated hereby or under any other Loan Documents and subject to the terms of the Intercreditor Agreements, the provisions of the Collateral Agreement, together with the Reaffirmation Agreement, Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such Collateral with respect to which a security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent (together with a properly completed and signed stock power or endorsementto the extent required by any Collateral Document), and in the case of the other such Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement Document will constitute fully perfected Liens in on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right subject to any no Liens other Person (except than the applicable Liens permitted by Section 7.3(a), (m), (s) and (u) and, in under the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLoan Documents, a legal, valid valid, enforceable and enforceable perfected Lien on (if and to the Mortgaged Properties described therein and proceeds thereof; and when (i) extent perfection may be achieved by the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are filings and/or other actions required to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated taken hereby or by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Mortgaged Properties Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the proceeds thereofcontrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security for interest (other than with respect to those pledges and security interests made under the Obligations (Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as defined in to the relevant Mortgage)rights and remedies of the Agents or any Lender with respect thereto, in each case prior under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and superior in right Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.11, 6.13 or 4.01(a)(v), the pledge or creation of any other Person (other than Persons holding Liens security interest, or other encumbrances the effects of perfection or rights permitted by non-perfection, the relevant Mortgagepriority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to 3.18(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each such case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Permitted Liens which are permitted under this Agreement to be pari passu or senior to the Liens of the Collateral Agent or which arise by Section 7.3operation of law). (b) Each of the Mortgages existing as of the date hereofMortgages, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be executed and delivered, is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower3.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted Person. Except as set forth in the definition of Mortgaged Properties, Schedule 1.1C lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the respective Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock (as defined in the Collateral Agreement), stock when certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsementappropriate instruments of transfer), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and (other than the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all rightIntellectual Property, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior when financing statements and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each filings specified on Schedule 5 of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to Perfection Certificate in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments appropriate form are filed in the offices specified on Schedule 4.19(b) (in the case 6 of the Mortgages existing Perfection Certificate (as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated updated by the BorrowerBorrower from time to time in accordance with Section 5.03), such Mortgage the Collateral Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein Collateral and the proceeds thereof, as security for the Obligations Obligations, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 6.02(a) and, in the case of the Pledged Stock, inchoate Liens arising by operation of law and permitted by Section 6.02(a)). (b) When the Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings (except for intent-to-use applications), upon the proper filing of the financing statements referred to in paragraph (a) above, the Collateral Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the relevant MortgageCollateral Agreement), in each case prior and superior in right to any other Person to the extent perfection can be obtained by such filings (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 grantors after the date hereof). (c) The Mortgages entered into on the Effective Date are, and the Mortgages, if any, entered into after the Effective Date pursuant to Section 5.11 shall be, effective to create in favor of the Collateral Agent, for the ratable benefit of the applicable 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 proper real estate filing offices, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than Persons holding with respect to the rights of Person pursuant to Liens or other encumbrances or rights expressly permitted by the relevant MortgageSection 6.02(a).

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein. In the case of the Pledged Stockpurported to be covered thereby, stock certificates representing such Pledged Stock and all necessary recordings and filings have been delivered to made, or shall be made on the Administrative Agent (together with a properly completed and signed stock power or endorsement)Effective Date, in all necessary public offices, and in the case of the all other Collateral described in the Guarantee necessary and Collateral Agreementappropriate action has been taken, financing statements in appropriate form have been filed in the offices specified so that each such Security Document creates a perfected Lien on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined Hudbay Group Member which is a party thereto in the Guarantee and Collateral Agreement)covered thereby, in each case prior and superior in right to any all other Person Liens other than Permitted Liens (except Liens permitted by Section 7.3(a), (m), (ssubject to the Peruvian Intercreditor Agreement) and (u) all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (bii) Each the provisions of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be Peruvian Security Documents are effective to create create, in favor of the Administrative Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on the Mortgaged Properties described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties described therein and the proceeds thereofCollateral covered thereby, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any all other Person (Liens other than Persons holding Permitted Liens or other encumbrances or rights permitted by (subject to the relevant Mortgage)Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens have been obtained from each of the parties to the Material Project Documents.

Security Documents. The Borrower shall have delivered to the Administrative Agent: (ai) The Guarantee certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name the Borrower as a debtor and Collateral Agreementthat are filed in the jurisdictions in which filing of a financing statement is necessary to perfect the security interests purported to be created by the Security Documents, together with the Reaffirmation Agreement, are effective to create in favor copies of the Administrative Agent, for the benefit such financing statements (none of the Secured Parties, a legal, valid and enforceable security interest in which shall cover the Collateral described therein. In except (x) those with respect to which appropriate termination statements executed by the case of the Pledged Stock, stock certificates representing such Pledged Stock secured lender thereunder have been delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsementy) to the extent evidencing Permitted Liens), and in the case ; (ii) copies of the other Collateral described in the Guarantee and Collateral Agreement, financing statements Financing Statements (Form UCC-1) in appropriate form for filing in each jurisdiction as may be necessary to perfect the first priority security interests purported to be created by the Security Documents on the UCC Collateral described therein (subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) that have not been filed in so perfected prior to the offices specified on Schedule 4.19(aRestatement Date; (iii) as evidence of the Restatement Closing Date completion of, or arrangements to complete, all other recordings and such other filings of, or with respect to, any Security Document as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andmay be necessary or, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor reasonable opinion of the Administrative Agent, for desirable to perfect the benefit security interests intended to be created by such Security Document; and (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Secured PartiesAdministrative Agent, a legal, valid desirable to perfect and enforceable Lien protect the first priority security interests purported to be created by any Security Document on the Mortgaged Properties Collateral described therein (subject to no Liens other than Permitted Liens and proceeds thereof; and when (ithe rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) the Mortgage Amendments have been, or are filed in the offices specified on Schedule 4.19(b) (in the case process of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerbeing, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)taken.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are 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 Collateral described thereintherein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as ), the Administrative Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of Any Mortgages delivered after the Mortgages existing as of the date hereofClosing Date pursuant to Section 6.12 will be, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (for the applicable jurisdictions in which the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which Mortgaged Properties are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlocated, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Section 7.3.

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein. In the case of the Pledged Stockpurported to be covered thereby, stock certificates representing such Pledged Stock and all necessary recordings and filings have been delivered to made, or shall be made on the Administrative Agent (together with a properly completed and signed stock power or endorsement)Effective Date, in all necessary public offices, and in the case of the all other Collateral described in the Guarantee necessary and Collateral Agreementappropriate action has been taken, financing statements in appropriate form have been filed in the offices specified so that each such Security Document creates a perfected Lien on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined Hudbay Group Member which is a party thereto in the Guarantee and Collateral Agreement)covered thereby, in each case prior and superior in right to any all other Person Liens other than Permitted Liens (except Liens permitted by Section 7.3(a), (m), (ssubject to the Peruvian Intercreditor Agreement) and (u) all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (bii) Each the provisions of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be Peruvian Security Documents are effective to create create, in favor of the Administrative Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on the Mortgaged Properties described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties HB Peru SAC in the Mortgaged Properties described therein and the proceeds thereofCollateral covered thereby, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any all other Person (Liens other than Persons holding Permitted Liens or other encumbrances or rights permitted by (subject to the relevant Mortgage)Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens have been obtained from each of the parties to the Material Project Documents.

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each of the Reaffirmation Agreement, are Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of (i) the Pledged StockCapital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), stock when certificates representing such Pledged Capital Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of (ii) the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form have been are executed and delivered, performed or filed in the offices specified on Schedule 4.19(a) 6.19(a), as the case may be, the Collateral Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted hereunder, which Liens would by Section 7.3operation of law or contract, have priority over the Liens securing the Obligations). Other than as set forth on Schedule 6.16, as of the Closing Date, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages existing as of delivered on or after the date hereofClosing Date is, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) or upon execution and recording will be be, effective to create in favor of the Administrative Collateral 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed recorded in the recording office designated by offices for the Borrowerapplicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding holders of Liens or other encumbrances or rights permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, legal and valid and enforceable first priority security interest (subject to Liens permitted by Section 7.3) in the Collateral described thereintherein (including any proceeds of any item of Collateral). In the case of (i) the Pledged StockSecurities described in the Guarantee and Collateral Agreement constituting Certificated Securities, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Collateral Agent and (together with a properly completed and signed stock power or endorsement), and in ii) the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than the Collateral referred to in the immediately preceding clause (i)), when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent), recordation of the Restatement Closing Date security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such other filings as are specified on Schedule 2 to 4.17(a) are made, the Guarantee and Collateral Agreement Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a), the filing of appropriate filings in the United States Patent and Trademark Office and the filings specified on Schedule 4.17(a), or through the delivery of the Pledged Securities required to be delivered on the Closing Date, as the case may be, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral 7.3 other than Pledged Stock, other Liens permitted clause (cc) thereof) to the extent required by Section 7.3)the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except with respect to Liens permitted by Section 7.3 other than Persons holding Liens clause (cc) thereof) thereof or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to 4.17, the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged Stock, other Permitted Liens permitted by Section 7.3and (ii) in the case of Pledged Stock, statutory Liens). ; and (b) Each When executed, each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed accepted for recording in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the applicable recording office designated by the Borroweroffices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens or other encumbrances or rights permitted securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $400,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), stock when certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as ), the Administrative Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral or the filing of such financing statements and other filings. (b) Each of the Mortgages existing as of delivered after the date hereofClosing Date will be, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (for the applicable jurisdictions in which the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which Mortgaged Properties are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlocated, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Person.

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

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are effective to create Agreement creates in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, financing statements subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and (i) with respect to all Pledged Collateral (as defined in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed Agreement) previously delivered to and in possession of the Liens Collateral Agent or, in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is Term Loan/Notes Priority Collateral, previously delivered to and in possession of the Senior-Priority Collateral Agent, the Lien created under the Guarantee and Collateral Agreement and constitutes, or in the Reaffirmation Agreement constitute case of Pledged Collateral to be delivered to the Collateral Agent or the Senior-Priority Collateral Agent in the future will constitute, a fully perfected Liens in first priority Lien (or, with respect to the Term Loan/Notes Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, Pledged Collateral as security for the Obligations (as defined in the Guarantee and Collateral Agreement)to which perfection may be obtained by such actions, in each case prior and superior in right to any other Person person (except other than the rights of persons pursuant to (x) Liens permitted by Section 7.3(a), (m), (s6.02(z) and (uy) andLiens permitted by Section 6.02 having priority by operation of law), and (ii) with the previous filing of financing statements in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and Collateral Agreement will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Pledged StockIntellectual Property, as defined in the Guarantee and Collateral Agreement) as to which perfection may be obtained by such filings, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 7.3)6.02 and, with respect to the Term Loan/Notes Priority Collateral, the Senior-Priority Collateral Agent. (b) Each The Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent), together with the filings made pursuant to the Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office and the financing statements currently on file in the offices specified on Schedule 3.19(a), constitutes, or in the case of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Mortgages existing Loan Parties in the Intellectual Property (as of defined in the date hereofGuarantee and Collateral Agreement) in which a security interest may be perfected by filing security agreements in the United States and its territories and possessions, when amended in each case prior and superior in right to any other person other than with respect to Liens permitted pursuant to Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the mortgage amendment referred to in Section 6.13 Loan Parties after the Restatement Date). (the “Mortgage Amendments”c) will be The Mortgages have been duly executed and have been effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof; and when (i) , and, with the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case previous filing of the Mortgages existing as of in the Restatement Closing Date) and (ii) applicable jurisdictions, the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (person, other than Persons holding with respect to the rights of persons pursuant to Liens or other encumbrances or rights expressly permitted by the relevant Mortgage)Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein. In therein and proceeds thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged StockSecurities, stock certificates representing upon the earlier of (A) when such Pledged Stock have been Securities are delivered to the Administrative Agent Collateral Trustee and (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, B) when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the Restatement Closing Date and such other filings as are UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 2 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, all right, title and interest of the Loan Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in (if and to the extent perfection may be achieved by such filings), all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement)hereunder, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), with respect to Permitted Liens) (m), (s) and (u) and, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, other Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.3the grantors after the Closing Date). (bc) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereof; thereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and when other laws now or hereafter in effect generally affecting rights of creditors and (iincluding with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the Mortgage Amendments discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other than Persons holding Liens or other encumbrances or rights permitted by the relevant MortgagePriority Lien Obligations).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are 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 Collateral described thereintherein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock have been together with applicable endorsements are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of and the Restatement Closing Date and such other filings as are specified actions, if any, set forth on Schedule 2 3 to the Guarantee and Collateral Agreement have been completed and taken, the Liens created under Administrative Agent, for the Guarantee and Collateral Agreement and benefit of the Reaffirmation Agreement constitute Secured Parties, shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens expressly permitted to have priority by Section 7.3). As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of Any Mortgages delivered after the Mortgages existing as of the date hereofClosing Date pursuant to Section 6.12 will be, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (for the applicable jurisdictions in which the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which Mortgaged Properties are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlocated, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding subject to the Liens or other encumbrances or rights permitted by the relevant MortgageSection 7.3(a), (e), (f), (g), (h) or (r).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement that is a certificated security, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 and actions contemplated to be made or taken by the Guarantee and Collateral Agreement have been completed and the Liens created under are made or taken, the Guarantee and Collateral Agreement shall constitute to the extent contemplated by the Guarantee and the Reaffirmation Agreement constitute Collateral Agreement, a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.36.03). (b) Each of the Mortgages existing as of the date hereof, when amended Mortgage that has been executed and delivered by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be a Loan Party is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof; , the property description included in each such Mortgage is complete and correct in all material respects and, when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b3.17(b) (or, in the case of Mortgages delivered after the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to , such filing offices as shall be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated notified by the BorrowerBorrower to the Collateral Agent), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Person, except Liens or other encumbrances or rights permitted by Section 6.03. Schedule 1.01B lists each parcel of real property in the relevant Mortgage)United States owned in fee simple by the Borrower or any Subsidiary as of the Closing Date that meets the criteria specified on said Schedule.

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each Security Document (other than the Reaffirmation Agreement, are Mortgages) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under 5.19(a), the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute other Security Documents shall create a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), other Liens permitted by Section 7.38.3). As of the Closing Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of the Canadian Borrower. (b) Each of the Mortgages existing as of executed and delivered after the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) Closing Date will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed or registered in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereofthereof described in each of the Mortgages, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Person, except for Liens or other encumbrances or rights permitted by Section 8.3. Schedule 1.1 lists, as of the relevant Mortgage)Closing Date, each site of owned real property and each leasehold interest in real property held by Cedar Fair LP or any of its Subsidiaries.

Security Documents. (ai) The Guarantee On the Tender Offer Closing Date, the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit G hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement"), and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by exe- cuted and undated stock powers, and the Pledge Agreement shall be in full force and effect. (ii) On the Tender Offer Closing Date, the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement substantially in the form of Exhibit H (A) executed copies of Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be reasonably necessary to perfect all the security interests purported to be created by the Security Agreement, it being understood that perfected security interests shall be (x) required in respect of only 80% of the aggregate inventory of the Company and the Subsidiary Guarantors and (y) not required in respect of immaterial equipment located in states other than those in which the Company and the Subsidiary Guarantors have their significant operations; (B) copies of Requests for Information or copies (Form UCC- 11), or equivalent reports, each of recent date listing all effective financing statements that name each such Person as debtor and that are filed in the jurisdictions referred to in clause (A), together with the Reaffirmation Agreement, are effective to create in favor copies of the Administrative Agent, for the benefit such financing statements (none of the Secured Parties, a legal, valid and enforceable security interest in which shall cover the Collateral described therein. In except (x) those with respect to which appropriate termination statements executed by the case of the Pledged Stock, stock certificates representing such Pledged Stock secured lender thereunder have been delivered to the Administrative Collateral Agent and (together y) to the extent evidencing Liens permitted pursuant to Section 8.03(d)); (C) evidence of the completion of all recordings and filings of, or with a properly completed and signed stock power or endorsement)respect to, and the Security Agreement as may be necessary or, in the case reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created thereunder or other evidence reasonably satisfactory to the Collateral described Agent that such recordings and filings shall be completed promptly after the Tender Offer Closing Date; and (D) evidence that all other actions necessary or, in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as reasonable opinion of the Restatement Closing Date Collateral Agent, desirable to perfect and such other filings as are specified on Schedule 2 protect the security interests purported to be created by the Guarantee and Collateral Security Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) taken or will be effective to create in favor of taken promptly after 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Initial Borrowing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee Each Secured Party hereby authorizes and directs the Collateral Agent to execute and deliver each Security Document. Each Lender, by executing and delivering this Agreement, together with the Reaffirmation Agreement, are effective to create in favor acknowledges receipt of the Administrative Agent, for the benefit a copy of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the Reaffirmation Agreement constitute fully perfected Liens in all right, title terms and interest conditions of the Loan Parties Guarantee and Collateral Agreement and each other Security Document, specifically including, without limitation, (i) the provisions of Section 5.03 of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in such Collateral, as security for which the amounts of the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right ) are to be determined at any other Person (except Liens permitted by Section 7.3(atime), (miii) the provisions of Articles VIII and IX of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (s) and (uiv) and, the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the parties to the other Security Documents shall perform their obligations thereunder in accordance with the case foregoing provisions of the Guarantee and Collateral other than Pledged Stock, other Liens permitted by Section 7.3)Agreement. (b) Each In addition, each Lender and Issuing Bank hereby consents to, and directs the Administrative Agent and the Collateral Agent on its behalf to enter into, any amendment of the Mortgages existing as Credit Documents that provides for the Collateral to secure, with a priority not greater than that of the date hereofLiens securing the Obligations, when amended Swap Agreements entered into with any Lender or with any lender under any Credit Facilities Agreement and any refinancings thereof and for Guarantees by the mortgage amendment referred to in Section 6.13 Guarantors of such Swap Agreements, provided that the applicable approvals for such amendments have been obtained under each applicable Credit Facilities Agreement (other than this Agreement) and the “Mortgage Amendments”documentation governing any such refinancing. (c) will be effective to create in favor In case of any transfer of all or any part of the Administrative Agentrights and obligations of any Secured Party on the Effective Date or at any other time under the Credit Agreement or the Master Guarantee and Collateral Agreement, including of the Applicable Secured Obligations, the guarantees and security interests under the Security Documents will remain in full force and effect for the benefit of any successors, assignees/transferees of the respective Secured Party and the other Secured Parties (including, but not limited to, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case Article 1134 of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant MortgageRomanian Civil Code).

Security Documents. (ai) The Guarantee results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and Collateral Agreementis authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, together with registrations and recordings have been made in the Reaffirmation Agreementappropriate governmental offices, are effective and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create create, in favor of the Administrative Agent, for the benefit Agent on behalf of the Secured Parties, a legal, valid and enforceable security interest in perfected first-priority Lien on the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, financing subject to no other Liens except for Permitted Encumbrances, including the receipt of fully executed Control Agreements as required hereby, and the Collateral Access Agreements required to be delivered pursuant to the Security Agreement. (iii) The results, dated as of a recent date prior to the Effective Date, of searches conducted in the PPSA filing records in the provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form have been filed in for filing. Without limiting the offices specified on Schedule 4.19(a) foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Restatement Closing Effective Date and such other filings as are specified on Schedule 2 after giving effect to the Guarantee Transactions to the extent required to be pledged pursuant to the Security Agreement, and Collateral Agreement have been completed instruments of transfer, endorsed in blank, with respect to such promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or their equivalent required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Guarantee and Collateral Security Agreement, Canadian Security Agreement, the German Security Agreement and or the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Swiss Security Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Pledge Agreement is effective to create in favor of the Administrative Collateral Agent, as pledgee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Pledge Agreement Collateral described in the Guarantee and Collateral AgreementPledge Agreement and, financing statements upon the filing of UCC-1 Financing Statements in appropriate form the required jurisdictions (which filings have been filed in made or, if this representation and warranty is made on any date occurring prior to the offices specified on Schedule 4.19(a) as of tenth Business Day following the Restatement Closing Date and such other filings as are specified on Schedule 2 will be made within ten Business Days following the Closing Date), the Pledge Agreement shall (to the Guarantee and Collateral Agreement have been completed and extent required by the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement Pledge Agreement) constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such CollateralPledge Agreement Collateral and, as security for to the Obligations (as defined in extent contemplated therein and subject to Section 9-315 of the Guarantee and Collateral Agreement)Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other Person (except Person, other than Liens expressly permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)6.02. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be The Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Security Agreement Collateral described therein and proceeds thereof; and therein, and, when (i) the Mortgage Amendments financing statements in appropriate form are filed in the offices specified on Schedule 4.19(b) the schedules to the Security Agreement, the Security Agreement will (in to the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated extent required by the Borrower, such Mortgage shall Security Agreement) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Security Agreement Collateral and, to the Mortgaged Properties described extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (person, other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by Section 6.02. The recordation of (x) the relevant Mortgage)Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States copyrights covered by the Security Agreement. (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 Properties thereunder and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on the schedules thereto and when financing statements in appropriate form are filed in the offices specified on the schedules thereto, each Mortgage will constitute an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property subject thereto and, to the extent contemplated therein and subject to ss. 9-315 of the Uniform Commercial Code, 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, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral located in the United States described thereintherein and proceeds and products thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral located in the United States described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.19(a)-1 (which financing statements may be filed by the Administrative Agent) as of the Restatement Closing Date at any time and such other filings as are specified on Schedule 2 to 4.19(a)-3 have been completed (all of which filings may be filed by the Administrative Agent) at any time, the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral (other than any Excluded Property and subject to the Permitted Perfection Exception) and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a)except, (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3Permitted Liens). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of Mortgages to be executed and delivered on the Mortgages existing as of the Restatement Closing Date) and or in the recording office designated by the Borrower (ii) in the Mortgages which are case of any Mortgage to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower6.11 (b)), such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with upon execution and delivery thereof by the Reaffirmation Agreementparties thereto, are effective to will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties in the Collateral described therein. In and the case of proceeds thereof, to the extent a security interest therein can be created under the New York UCC, and (ax) when the Pledged Stock, stock certificates representing such Pledged Stock have been Collateral is delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), and in to the case of the other Collateral described in extent required by the Guarantee and Collateral Agreement), financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens Lien created under the Guarantee and Collateral Agreement and shall, to the Reaffirmation Agreement extent such Lien can be perfected under the Uniform Commercial Code in effect in the jurisdiction of the applicable Loan Party, constitute a fully perfected Liens first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, (bsubject to Permitted Liens, (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, 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 Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person (except Liens permitted by Section 7.3(a)Person, (m)subject to Permitted Liens, (s) and (ucz) and, except to the extent a security interest in the case Collateral cannot be perfected by the filing of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each a financing statement under the Uniform Commercial Code in effect in the jurisdiction of formation of the Mortgages existing as of the date hereofapplicable Loan Party, when amended by the mortgage amendment referred to financing statements in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments appropriate form are filed in the offices specified on Schedule 4.19(b) (in 3.19, the case of Lien created under the Mortgages existing as of the Restatement Closing Date) Guarantee and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)all Collateral, in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by Section 6.02; provided that, notwithstanding any Liens permitted by Section 6.02, there are no such prior or superior Liens on any Management Fees (or the relevant Mortgageright to receive Management Fees), Equity Interests or, except for Liens permitted by Section 6.02(a), Intellectual Property, in each case to the extent constituting Collateral).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock, ) when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent Collateral Agent, (together ii) the Intellectual Property registrations and applications described in the Guarantee and Collateral Agreement, when applicable intellectual property filings with a properly completed the United States Patent and signed stock power Trademark Office or endorsement)the United States Copyright Office are made with respect to the security interest of the Collateral Agent, and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral, deposit accounts and securities accounts), when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17 (as such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as of applicable) and delivered to the Restatement Closing Date Collateral Agent) and such other filings as are specified on Schedule 2 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the filings specified on Schedule 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.3 which by operation of law or contract would have priority over the Liens securing the Obligations and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Security Agreement is effective to create in favor of the Administrative CAA Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described thereintherein and proceeds and products thereof. In the case of the Pledged StockCapital Stock described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock have are delivered to CAA Collateral Agent and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)CAA Collateral Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) as of the Restatement Closing Date at any time and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Security Agreement have been completed and the Liens created under (all of which filings may be filed by CAA Collateral Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a valid Lien on, and the Reaffirmation Agreement constitute fully perfected Liens in security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(aPermitted Liens), . Schedule 3.21(a)-2 lists each UCC Financing Statement that (m), (si) names any Loan Party as debtor and (uii) andwill remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)each such UCC Financing Statement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative CAA Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b3.21(b) (in the case of Mortgages to be executed and delivered on the Mortgages existing as of the Restatement Closing Date) or in the recording office designated by Borrower and Collateral Agent (ii) in the Mortgages which are case of any Mortgage to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.11(c)), such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each of the Reaffirmation Agreement, are Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In Upon execution and delivery and upon the case filing of financing statements under the UCC and/or the giving of notice of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and assignment contained therein in the case of the other Collateral described in Assignments of Freights and Hires and the Guarantee Assignments of Insurances and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as recording of the Restatement respective Ship Mortgages with the Ship Mortgage Registry of Panama through the Panamanian Consulate at the Port of Piraeus, Greece with respect to the vessels registered in Panama, at or about the Closing Date and such other filings as are specified on Schedule 2 to (but in no event later than three (3) Business Days after the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all rightClosing Date, title and interest each of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) Security Documents will be effective to create in favor of the Administrative Agent, 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 Parties (i) the Mortgage Amendments are filed in the offices specified case of Security Documents other than the Ship Mortgages, a duly perfected first priority security interest in and liens on Schedule 4.19(bthe Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the Mortgages existing as of Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the Restatement Closing Date) and (ii) the Mortgages respective Mortgaged Vessel on which are it purports to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, create such Mortgage shall constitute mortgage lien enforceable against each Mortgaged Vessel Guarantor a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, party thereto as security for the Obligations (as defined in performance of the relevant Mortgage)obligations secured thereby, in each case prior and superior in right case, pursuant to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)applicable law pertaining to such Ship Mortgages.

Security Documents. (a) The Guarantee To secure the full and Collateral Agreement, together with punctual payment when due and the Reaffirmation Agreement, are effective to create in favor full and punctual performance of the Administrative Agent, for the benefit obligations of the Secured PartiesCompany and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), a legalthe Company and the Subsidiary Guarantors shall, valid and enforceable security interest in on the Issue Date: (1) enter into the Collateral described therein. In Agreement and deliver to the case of the Pledged Stock, stock Trustee or Collateral Agent all certificates representing such Pledged Capital Stock have been and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (together with a properly completed 2) file, register or record all documents and signed stock power instruments, including UCC financing statements, required by applicable law or endorsement)reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the case of Company or any Domestic Subsidiary that are subject to any Lien securing the other Collateral described First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in the Guarantee and Collateral Agreementeffect on Issue Date, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such other filings as are specified on Schedule 2 to the Guarantee and Collateral First Lien Credit Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens were in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3effect). (b) Each Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the Mortgages existing foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the date hereofCompany and the Subsidiary Guarantors in respect of the Notes, when amended by this Indenture (including the mortgage amendment referred Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in Section 6.13 (the “Mortgage Amendments”all respects) will be effective to create in favor of the Administrative Agent, Trustee for the benefit of the Secured PartiesHolders. (d) Each Holder, by accepting a legalNote, valid consents and enforceable Lien agrees to the terms of the Security Documents entered into on the Mortgaged Properties described therein Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and proceeds thereof; foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and when this Indenture, the Security Documents and the Intercreditor Agreement. (ie) In the Mortgage Amendments are filed event that security interests in the offices specified on Schedule 4.19(b) (in the case any of the Mortgages existing Collateral are not created as of the Restatement Closing Issue Date) and (ii) , the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein Company and the proceeds thereof, other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as security for promptly as reasonably practicable after the Obligations Issue Date (or on such later date as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights may be permitted by the relevant MortgageHolders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, provisions of each Security Document are effective to create in favor of the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens Lien in all right, title and interest of the each Loan Parties in such Collateral, as security for the Obligations (as defined Party party thereto in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)“Collateral” described therein. (b) Each of When any stock certificates representing Pledged Collateral are delivered to the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Collateral 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 (i) the Mortgage Amendments are proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices specified on Schedule 4.19(b) (in the case of jurisdictions listed in Schedule 5.16, the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Party party thereto in the Mortgaged Properties “Pledged Collateral” described therein, which can be perfected by such filing, prior and superior in right to any other Person. (c) When proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of those Loan Parties party thereto in the portion of the “Collateral” described therein and the proceeds thereofthat consists of assets included in a Borrowing Base hereunder, as security for the Obligations (as defined in the relevant Mortgage)which can be perfected by such filing, in each case prior and superior in right to any other Person subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Party party thereto in the portion of the “Collateral” described therein that consists of Pledged Accounts, prior and superior in right to any other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Person subject to any Permitted Cash Management Liens.

Security Documents. (a) The Guarantee Each Lender hereby authorizes and Collateral Agreement, together with the Reaffirmation Agreement, are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in directs the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered Agent to the Administrative Agent (together with a properly completed execute and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under deliver the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all righteach other Security Document. Each Lender, title by executing and interest delivering this Agreement, acknowledges receipt of a copy of the Loan Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds realized from such exercise), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which acts of the Secured Parties are to be evidenced and the manner in such Collateral, as security for which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right ) are to be determined at any other Person (except Liens permitted by Section 7.3(atime), (miii) the provisions of Articles IX and X of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (siv) and (u) and, in the case provisions of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each Article XI of the Mortgages existing Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”defined therein) will be effective to create in favor of the Administrative Agent, for Secured Parties to the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when Applicable Senior Liens (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Datedefined therein)) and (iiv) the Mortgages which are to be executed and delivered pursuant to provisions of Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest 13.13 of the Loan Parties in Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Mortgaged Properties described therein Obligations). Each party hereto further agrees that the foregoing provisions of the Guarantee and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in Collateral Agreement shall apply to each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Security Document.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.20(a) as together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement requirements set forth in Section 6.9 have been completed and complied with, the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute Agent shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3, and in the case of the Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties described therein and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Part 1 of Schedule 1.1B lists, as of the relevant MortgageClosing Date, each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors that has a fair market value, in the reasonable opinion of the Borrower, in excess of $1,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B lists, as of the Closing Date, (A) each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors which is not listed on Part 1 of Schedule 1.1B, and (B) each parcel of real property located in the United States and which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of the Guarantors.

Security Documents. (a) The Guarantee On the Closing Date, each Credit Party shall have duly authorized, executed and Collateral Agreement, together with the Reaffirmation Agreement, are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, which shall be in full force and effect, substantially in the form of Exhibit E (as amended, modified, restated, supplemented or extended from time to time, the “Guarantee and Collateral Agreement”) covering all of such Credit Party’s Guarantee and Collateral Agreement Collateral, together with: (i) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Guarantee and Collateral Agreement; (ii) executed Perfection Certificate and customary lien searches reasonably requested by the Administrative Agent; (iii) one or more, as applicable, short-form security agreements that may be filed with the United States Patent and Trademark Office or the United States Copyright Office for the grant of a security interest in appropriate patents, trademarks and copyrights, each in substantially the form have been filed in attached to the offices specified on Schedule 4.19(aGuarantee and Collateral Agreement; (iv) as all certificated Equity Interests of the Restatement Closing Date Credit Parties constituting Guarantee and such Collateral Agreement Collateral, together with executed and undated endorsements for transfer relating thereto; (v) evidence that all other filings as are specified on Schedule 2 actions necessary to perfect and protect the security interests in Collateral purported to be created by the Guarantee and Collateral Agreement have been completed taken, and the Liens created under the Guarantee and Collateral Agreement shall be in full force and effect; (vi) customary certificates of insurance and endorsements naming the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such CollateralCollateral Trustee as an additional insured or loss payee, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stockmay be, other Liens permitted by Section 7.3).under applicable insurance policies maintained with respect to the Collateral; and (b) Each of Notwithstanding anything herein to the Mortgages existing as of the date hereofcontrary, when amended by the mortgage amendment referred it is understood that, other than with respect to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and any UCC Filing Collateral, (ii) Stock Certificates of the Mortgages Borrower and its Wholly-Owned Domestic Subsidiaries and (iii) any Collateral upon which a Lien may be perfected by the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, to the extent (x) any applicable lien searches are not received or (y) any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the receipt of such customary applicable lien searches and the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 6.07, but shall instead be required to be executed and delivered pursuant to after the Closing Date in accordance with Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)13.16.

Security Documents. The Purchaser shall have received each of the following documents executed by the parties thereto, which shall be satisfactory to the Purchaser in form and substance in all respects: (a) The Guarantee and Collateral Security Agreement, duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date together with with: (i) duly executed financing statements in proper form for filing under the Reaffirmation Uniform Commercial Code in all such jurisdictions as the Purchaser may deem necessary or desirable in order to perfect and protect the Liens created by the Security Agreement, are effective to create in favor of covering the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee Security Agreement, (ii) stock certificates representing all of the issued and Collateral Agreementoutstanding shares of Capital Stock of each such Credit Party's Subsidiaries existing on the Closing Date, financing statements accompanied by stock powers satisfactory to the Purchaser in appropriate form have been filed and substance duly executed by the respective Credit Party in blank, and any intercompany notes held by each such Credit Party, each accompanied by a bond power satisfactory to the Purchaser duly executed by such Credit Party in blank, (iii) an acknowledgment of the Security Agreement duly executed by each Subsidiary whose Capital Stock is pledged thereunder pursuant to preceding clause (ii), (iv) the promissory note of Martxx xx favor of the Parent, in the offices specified on Schedule 4.19(aprincipal amount of $2,300,000, accompanied by a bond power satisfactory to the Purchaser duly executed by the Parent in blank, and (v) as such other instruments of assignment and other documents in respect of the Restatement Collateral as the Purchaser may request. (b) The Intellectual Property Security Agreement duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date Date, together with duly executed assignments in proper form for filing with the United States Patent and such Trademark Office and any necessary state and foreign patent or trademark offices (as necessary). (c) A Blocked Account Agreement with respect to each Depositary Account listed in Schedule 4.25 hereto (other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest than Depositary Accounts of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral AgreementRestaurant Subsidiaries), in each case prior executed by the applicable Credit Party maintaining such Depositary Account and superior the bank or other depositary institution at which such Depositary Account is maintained, together with duly executed financing statements in right to any proper form for filing under the Uniform Commercial Code and all other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) anddocuments required thereby or which, in the case sole judgment of Collateral other than Pledged Stockthe Purchaser, other may be necessary or appropriate to grant to the Purchaser valid and perfected first priority Liens permitted by Section 7.3)in such Depositary Account. (bd) Each Such consents, approvals and authorizations of, and declarations, registrations and filings with, Governmental Bodies, and such consents, waivers, amendments and Estoppel Letters of bailees, lessors of real and personal Property owned or used by the Credit Parties, and of other nongovernmental third parties, as the Purchaser may deem necessary or desirable in connection with the use, occupancy or the operation of the real Properties subject to the Mortgages existing as (including without limitation, certificates of occupancy) or otherwise in order to protect its rights and interests in the Collateral. (e) Searches, by a Person satisfactory to the Purchaser, of the date hereofUniform Commercial Code (or the equivalent thereof in foreign jurisdictions), when amended by and judgment and tax lien filings which may have been filed with respect to the mortgage amendment referred to in Section 6.13 Collateral confirming that all Collateral constituting personal Property is (the “Mortgage Amendments”) or will be effective to create in favor upon release of the Administrative AgentLiens securing the Non-Continuing Indebtedness) subject to no Liens except Permitted Liens. (f) Evidence satisfactory to the Purchaser that valid policies of insurance are in full force and effect in accordance with the requirements of this Agreement and the Security Documents, for in each case naming the benefit Purchaser as loss payee and additional insured, as its interests may appear. (g) Deeds of trust, trust deeds and mortgages, each substantially in the form of Exhibit G hereto (with appropriate local variations) and covering all leasehold Property of the Secured PartiesCredit Parties located in Agoura Hills, a legalCalifornia (collectively, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be together with any such documents subsequently executed and delivered pursuant to Section 6.9(b9.5, the "Mortgages"), duly executed by the applicable Credit Party, together with: (i) are filed certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing of the Mortgages and evidence that all mortgage recording taxes, filing fees and recording charges incurred in connection with the filing or recording of the Mortgages have been paid or provided for; (ii) extended coverage title insurance policies ("Mortgage Policies") issued to the Purchaser by Commonwealth Land Title Insurance Company or such other title insurer or insurers as shall be acceptable to the Purchaser, in such forms, with such endorsements and in such amounts as shall be acceptable to the Purchaser, insuring each of the Mortgages to be valid and perfected first priority Liens on the Property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's liens) and encumbrances, dated the Closing Date, paid for by the applicable Credit Party and providing for such other affirmative insurance and with such reinsurance with such other title insurers as the Purchaser may deem necessary or desirable and with such affidavits, certificates and instruments of indemnification as shall be reasonably required to induce the title insurers to issue the Mortgage Policies; (iii) ALTA surveys, dated not more than 30 days before the Closing Date, certified to the Purchaser and the issuer of the Mortgage Policies in a manner satisfactory to the Purchaser by a land surveyor duly registered and licensed in the recording office designated states in which the Property described in such surveys is located and acceptable to the Purchaser, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by the Borrower, such Mortgage shall constitute a fully perfected Lien onimprovements or on to such Property, and security interest inother defects, other than encroachments and other defects acceptable to the Purchaser; (iv) an appraisal of such real Property subject to a Mortgage as the Purchaser may require by an appraiser satisfactory to the Purchaser; (v) evidence satisfactory to the Purchaser that there does not exist any material violation of any law, regulation or order affecting the real Properties subject to the Mortgages, including, without limitation, those laws, regulations and Orders relating to zoning, subdivision and building restrictions; and (vi) evidence that all right, title other action that the Purchaser may deem necessary or desirable in order to create valid and interest of perfected first priority Liens on the Loan Parties Property described in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Mortgages has been taken.

Security Documents. Subject, with respect to the Debtor Loan Parties, to the entry of the Interim Financing Order (a) The Guarantee or the Final Financing Order, when applicable), and Collateral Agreementsubject to Section 6.17, together each of the Security Documents creates (until terminated in accordance with the Reaffirmation Agreementterms thereof and hereof), are effective as security for the Obligations purported to create be secured thereby, a valid and enforceable perfected (with respect to any Non-Debtor Loan Party, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) security interest in and Lien on all of the Collateral subject thereto from time to time (except for a perfection of a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Required Lenders)), in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest referred to in the Collateral described thereinSecurity Documents, superior to and prior to the rights of all third Persons (other than holders of Permitted Prior Liens or as otherwise expressly provided in the Financing Orders) and subject to no other Liens (other than Liens permitted by Section 7.01 which would not have priority over the Liens securing the Obligations); provided that all filings and recordations required hereby and by the Security Documents are properly filed and recorded. In No filings or recordings are required in order to perfect the case of the Pledged Stock, stock certificates representing security interests created under any Security Document except (x) for filings or recordings required in connection with any such Pledged Stock Security Document which shall have been delivered made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof (other than with respect to any filings or recordings required to perfect the security interests in Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Required Lenders) or in patents, trademarks, copyrights or other intellectual property acquired after the Closing Date), (y) as otherwise contemplated by Section 6.13, 6.14 or 6.17 or (z) to the extent not required to be made pursuant to the applicable Security Document. All recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid or arrangements reasonably satisfactory to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed made for such payment. The representations and warranties set forth herein as they relate to pledges of or the grant of Liens on any Equity Interests in or assets of any Foreign Subsidiaries to secure the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as Obligations are specified on Schedule 2 subject to the Guarantee effect of foreign Laws, rules and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)regulations. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, Vessel Mortgage (together with the Reaffirmation Agreement, are effective to create Deed of Covenants) in favor of the Administrative AgentCollateral Agent executed and delivered on the Closing Date, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgage (together with the Deed of Covenants) is registered in accordance with the laws of the Bahamas, the Vessel Mortgage (together with the Deed of Covenants) shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessel covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of the Bahamas and (y) a “preferred mortgage” within the meaning of Xxxxx 00 Xxxxxx Xxxxxx Code, Section 31301(6)(B). (b) The Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein. In the case of the any Pledged StockCollateral, stock when certificates or instruments, as applicable, representing such Pledged Stock have been Collateral are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power powers or endorsementother instruments of transfer duly executed in blank), and and, in the case of the other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the Guarantee laws of any applicable jurisdiction and Collateral Agreementdescribed in Schedule 3.17 (as amended from time to time) are filed, financing statements in appropriate form have been filed delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right3.17, title and interest of the Loan Parties in such Collateral, as security for the Obligations registries or government agencies (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than Pledged Stockany Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents), other Liens permitted by Section 7.3). the Collateral Agent (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such Collateral and the proceeds thereof, as security for the Obligations (to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing the relevant Mortgage)Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right to any other Person person (except, in the case of Collateral other than Persons holding Pledged Collateral, Permitted Liens and Liens having priority by operation of law). (c) When the Collateral Agreement or other encumbrances or rights permitted a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by the relevant Mortgage)Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Bank Facilities Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest can be perfected by the filing of a financing statement under the UCC, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to 5.19(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3), subject to the terms of the Intercreditor Agreement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Bank Facilities Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding the Permitted Encumbrances and the Liens or other encumbrances or rights securing the Ford Loan as permitted under Section 7.3(i), subject to the terms of the Intercreditor Agreement. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property located in the United States and held by the relevant Mortgage)Company or any of its Subsidiaries that has a value, in the reasonable opinion of the Company, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of (which financing statements have been duly completed and delivered to the Restatement Closing Date Administrative Agent) and such other filings and actions as are specified on Schedule 2 3 to the Guarantee and Collateral Agreement have been completed and the Liens created under (all of which filings have been duly completed), the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof (other than Deposit Accounts, to the extent that there are no control agreements with respect thereto), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such each Mortgage shall constitute constitute, or shall continue to constitute, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage), (i) in the case of the Mortgages to be executed and delivered on the Effective Date, when such Mortgages and the related fixture filings, if any, are filed in the offices specified on Schedule 4.19(b), (ii) in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b), when such Mortgages and the related fixture filings, if any, are filed in the recording office designated by the Borrower and (iii) in the case of the Mortgages executed and delivered prior to the Effective Date, upon the filing of the Mortgage Assignments and Mortgage Amendments in the appropriate recording office with respect to such Mortgage. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrowers or any of their Subsidiaries.

Security Documents. (a) The Amended and Restated Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. In the case of the Pledged StockStock described in the Amended and Restated Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Amended and Restated Guarantee and Collateral Agreement, to the extent provided therein, when financing statements statements, other filings specified on Schedule 4 to the Amended and Restated Guarantee and Collateral Agreement in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 4 to the Guarantee Amended and Collateral Agreement have been completed and the Liens created under the Restated Guarantee and Collateral Agreement and the Reaffirmation other actions described in Section 4.3 of the Amended and Restated Guarantee and Collateral Agreement constitute fully are completed, the Amended and Restated Guarantee and Collateral Agreement shall be effective to create a perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except Liens permitted by Section 7.3(afor Permitted Liens), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3).; (b) Each Upon execution thereof, each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will shall be 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 and products thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowertherein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted except for Permitted Liens). Schedule 1.1(a) lists, as of the Restatement Effective Date, each parcel of owned real property located in the United States and held by the relevant Mortgage)Borrower or any of its Restricted Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $6,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described thereintherein (including any proceeds of any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged StockSecurities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Term Agent (together with a properly completed as agent for the Agent pursuant to the Intercreditor Agreement) and signed stock power or endorsement), and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements in appropriate form have been filed are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a5.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Agent) and such other filings as are specified on Schedule 2 to 5.17 are made, the Guarantee and Collateral Agreement Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) Liens permitted by Section 7.3(a)in favor of the Term Agent, (m), (sii) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.01 and (iii) Liens having priority by applicable Requirements of Law) to the extent required by the Security Documents. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding the Term Agent, Liens permitted by Section 7.01, or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockCollateral described in the Guarantee and Collateral Agreement, stock certificates representing when such Pledged Stock have been Collateral is delivered (in accordance with the Intercreditor Agreement) to the Administrative Agent or the Term Loan Administrative Agent (together with a properly completed and signed stock power or undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to ), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged Capital Stock, other Liens permitted by Section 7.37.3 and (ii) in the case of Collateral consisting of Capital Stock, Liens on such Collateral securing the obligations outstanding under the Term Loan Documents). (b) Each of the Mortgages existing as of the date hereofMortgages, when amended upon execution and delivery by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be parties thereto, 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 (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and local counsel legal opinions delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerconnection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Schedule 1.1B lists, as of the relevant Mortgage)Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) The Administrative Agent shall have received the Security Agreements, the Pledge Agreements and Guarantee Agreement, duly executed and Collateral Agreementdelivered by the respective Loan Parties party thereto, together with the Reaffirmation Agreement, are effective to create in favor following: (i) all certificates representing all the outstanding shares of Equity Interests of the Administrative Agent, for the benefit U.S. Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Secured Parties, a legal, valid Closing Date and enforceable security interest in required to be pledged under the Collateral described therein. In the case of the Pledged Stock, Pledge Agreements (except that stock certificates representing shares of common stock of a Foreign Subsidiary that is a CFC shall be limited to 65% of the total outstanding shares of common stock of such Pledged Stock have been delivered first-tier Foreign Subsidiary), all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Closing Date, and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreement (or, in each case, the foreign equivalents thereof, if applicable), required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned or to be acquired on or before the Closing Date and intended to be created under the Security Agreements and the Pledge Agreements; (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (together with a properly completed and signed stock power or endorsement), and in similar documents) are permitted by Section 6.02 or have been released or should be released upon the case funding of the Loans; and (iv) except as set forth in Section 5.16, evidence that all other Collateral described action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Guarantee liens and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens security interests created under the Guarantee and Collateral Agreement Security Agreements and the Reaffirmation Agreement constitute fully perfected Liens in all rightPledge Agreements, title and interest with the priority required by the Intercreditor Agreement, has been taken (including, without limitation, receipt of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3duly executed payoff letters). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Administrative Agent shall have received the Security Agreement, the Pledge Agreement, Parent Guarantee Agreement and Collateral Subsidiary Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto, together with the Reaffirmation Agreement, are effective to create in favor following: (i) all certificates representing all the outstanding shares of Equity Interests of the Administrative Agent, for the benefit Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Secured Parties, a legal, valid Closing Date and enforceable security interest in required to be pledged under the Collateral described therein. In the case of the Pledged Stock, Pledge Agreement (except that stock certificates representing shares of common stock of a Foreign Subsidiary that is a CFC may be limited to 66% of the outstanding shares of common stock of such Pledged Stock have been delivered first-tier Foreign Subsidiary), all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Closing Date, and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned or to be acquired on or before the Closing Date and intended to be created under the Security Agreement and the Pledge Agreement; (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in that the case of the other Collateral described in the Guarantee and Collateral Agreement, Liens indicated by such financing statements in appropriate form (or similar documents) are permitted by Section 6.02 or have been filed released; and (iv) except as set forth in Section 5.17, evidence that all other actions that the offices specified on Schedule 4.19(a) as of Administrative Agent may deem necessary or desirable in order to perfect and protect the Restatement Closing Date first priority liens and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens security interests created under the Guarantee and Collateral Security Agreement and the Reaffirmation Pledge Agreement constitute fully perfected Liens in all righthas been taken (including, title and interest without limitation, receipt of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3duly executed payoff letters). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each of the Reaffirmation Agreement, are Pledge Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral Pledged Securities described therein. In the case of therein and proceeds thereof and, when the Pledged Stock, Notes described therein and stock certificates representing such the Pledged Stock have been described therein are delivered to the Administrative Agent (together with Agent, each such Pledge Agreement shall constitute a properly completed and signed stock power or endorsement)fully perfected first priority Lien on, and in the case of the other Collateral described in the Guarantee and Collateral Agreementsecurity interest in, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the relevant Loan Parties Party in such CollateralPledged Securities and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral relevant Pledge Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)Person. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be Security Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds thereof; , and when (i) the Mortgage Amendments financing statements in appropriate form are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower3.19(b), each such Mortgage Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such Collateral and the proceeds thereof, to the extent permitted under the Communications Act, as security for the Obligations (as defined in the relevant MortgageSecurity Agreement), in each case prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by subsection 6.3. (c) The Cash Collateral Agreement is effective to create in favor of the relevant Mortgage)Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, and the Cash Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and Collateral Agreement. In the case of (i) the Pledged StockSecurities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been filed are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Administrative Agent) and such other filings as are specified on Schedule 2 to 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 4.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as (or, in the case of Collateral granted by Bumble Bee and its Subsidiaries, Schedule 4.19(a)-A and, in the Restatement Closing Date and such other filings as are specified on case of Collateral granted by DM US Holding, Corp. or Creative Products, Inc. of Rossville, Schedule 2 to 4.19(a)-B), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (subject, except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than such Pledged Stock, other to Liens permitted by paragraphs (a) through (f) of Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (or, in the case of the Mortgages existing as of the Restatement Closing Date) granted by Bumble Bee and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerits Subsidiaries, such Schedule 4.19(b)-A), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).security

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein. In therein and proceeds thereof and (i) in the case of the Pledged StockCollateral, stock certificates representing upon the earlier of (A) when such Pledged Stock have been Collateral is delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, B) when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3.19(a) as and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the Restatement Closing Date and such other filings as are offices specified on Schedule 2 to 3.19(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such CollateralCollateral and proceeds thereof, as security for the Obligations Obligations, in each case prior and superior to the rights of any other person (as defined except, in the Guarantee case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral Agreementdescribed 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 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 7.3(a), 6.02) (m), (s) and (u) and, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, other Liens permitted trademark applications and copyrights acquired by Section 7.3the grantors after the date hereof). (bc) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person person (other than Persons holding except with respect to Liens or other encumbrances or rights expressly permitted by the relevant MortgageSection 6.02).

Security Documents. The Security Documents, (ai) The Guarantee when executed and Collateral Agreementdelivered, together with the Reaffirmation Agreement, are effective to will create in favor of the Administrative Agent, for the benefit of the Secured PartiesLender, a legal, valid and enforceable security interest in the Collateral described therein. In the case first priority Lien on all of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all Borrower’s right, title and interest of in and to the Loan Parties in such Collateral, as security for Collateral and the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) proceeds thereof and (uii) andfrom and after the First Amendment Effective Date, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLender, a legal, valid and enforceable Lien on all of Borrower’s right, title and interest in and to the Mortgaged Properties described therein Inventory Collateral and the proceeds thereof; , (in each case subject only to Permitted Liens), and when (i) the Mortgage Amendments Security Documents are filed in the offices specified on Schedule 4.19(b2.10 hereto, the proper amount of mortgage recording or similar taxes (if any and if not paid as a result of an exemption under 11 U.S.C. 1146(c)) are paid and when the UCC financing statements relating to fixtures, Assigned Lease Proceeds, Inventory Collateral and all Proceeds (as defined in the UCC) [relating to]of any of the foregoing are duly filed with the filing offices listed on Schedule 2.10 hereto and in Delaware, the Security Documents shall constitute fully perfected first priority Liens on, and fully perfected first priority (or, in the case of (x) Inventory Collateral, junior to the Mortgages existing Liens in favor of the lenders under the Working Capital Facility and (y) the Additional Property, junior only to the Liens in favor of the mortgagee of such property (if any) as in effect as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest interests in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties described therein Collateral and the Inventory Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative 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 thereintherein and proceeds thereof. In the case of the Pledged Stock, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Stock, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than any Intellectual Property constituting Collateral), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.19(a) as ), and, in the case of the Restatement Closing Date Intellectual Property constituting Collateral, when financing statements and such other filings as are specified on Schedule 2 to 4.19(a) in appropriate form are or have been filed in the Guarantee appropriate offices and appropriate filings have been filed with the United States Patent and Trademark Office or United States Copyright Office, as applicable, the Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral, Collateral and the proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Guarantee Collateral Agreement), in each case prior and superior in right to any other Person (except, Liens permitted by Section 7.3). (b) The Israeli Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Administrative 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. If filed with the Israeli Registrar of Companies within 21 days of execution thereof, the Israeli Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Company in such Collateral and the proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Secured Obligations (as defined in the Israeli Security Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (bc) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are or have been filed or recorded in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerappropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding subject only to permitted Liens or other encumbrances or rights permitted described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the relevant Mortgage)Company or any of its Subsidiaries having a value, in the reasonable opinion of the Company, in excess of $10,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds and products thereof. In the case of the Pledged StockEquity Interests described in the Guarantee and Collateral Agreement, stock when certificates representing such Pledged Stock have been Equity Interests and related transfer powers are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as 4.19, to the extent that a security interest therein can be perfected by the filing of the Restatement Closing Date and such other filings as are specified on Schedule 2 to a financing statement, the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged StockEquity Interests, other Liens permitted by Section 7.3). (b) Each Subject to the Reservations, each of the Mortgages existing as of UK Debenture and the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be UK Charge Over Shares is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds and products thereof; . In the case of the Pledged Equity Interests described in each of the UK Debenture and the UK Charge Over Shares, when (i) certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Mortgage Amendments Administrative Agent, and in the case of the other Collateral described in each of the UK Debenture and the UK Charge Over Shares, when the filings specified on Schedule 4.19 in appropriate form are filed in the offices or registers specified on Schedule 4.19(b) (in 4.19 to the case extent that a security interests therein can be perfected by any such filing and all notices required to be served under such Security Documents are duly served before any competing notice comes into effect, each of the Mortgages existing as of UK Debenture and the Restatement Closing DateUK Charge Over Shares shall (subject to the Reservations) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in each of the relevant MortgageUK Debenture and the UK Charge Over Shares), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Persons holding Pledged Equity Interests, Liens permitted under Section 7.3 and except in relation to the shares of Capital Stock of any Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other encumbrances or rights permitted by joint venture documents as in effect as of the relevant MortgageClosing Date).

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreementdelivered, together with the Reaffirmation Agreement, are is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Secured PartiesLenders), a legal, valid and enforceable security interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to therein and the Administrative Agent has been authorized (together with a properly completed and signed stock power or endorsement), is hereby authorized) to make all filings of UCC-1 and in the case of the other Collateral described in the Guarantee and Collateral Agreement, as-extracted collateral financing statements in the appropriate form have been filed filing office necessary or desirable to fully perfect its security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the offices specified on Schedule 4.19(aappropriate filing office and (ii) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 with respect to the Guarantee security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Administrative Agent of any such Collateral which may be perfected by possession), such security interests will, subject to the existence of non-consensual Liens having priority by operation of law or Liens permitted by Section 7.01, constitute perfected first-priority Liens on, and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in security interests in, all right, title and interest of the Loan Parties debtor party thereto in such Collateralthe Collateral described therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted appropriate filing office or by Section 7.3(a), (m), (s) and (u) anddelivery, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)possessory Collateral. (b) Each of the Mortgages existing as of the date hereofMortgages, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) executed and delivered, 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 lien on the Mortgaged Properties Material Real Property described therein and proceeds thereof; such security interests will constitute, upon such Mortgage being and when (i) the Mortgage Amendments are filed recorded in the offices specified appropriate filing offices, first priority liens on Schedule 4.19(bsuch Material Real Property, subject only to the existence of Liens as permitted by Section 7.01. (c) (in the case As of the Mortgages existing as of the Restatement Closing Amendment Effective Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person there is no Specified Indebtedness (other than Persons holding the Secured Obligations constituting Specified Indebtedness) secured by Liens on Principal Property or other encumbrances or rights permitted by the relevant Mortgage)Specified Capital Stock and Indebtedness.

Security Documents. (a) The Guarantee On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries or a division or operating unit of any such Person as debtor and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Reaffirmation Agreement, are effective to create in favor Borrower or any of the Administrative Agent, for the benefit its Domestic Subsidiaries as debtor (none of the Secured Parties, a legal, valid and enforceable security interest in which shall cover the Collateral described therein. In except (x) those with respect to which appropriate termination statements executed by the case of the Pledged Stock, stock certificates representing such Pledged Stock secured lender thereunder have been delivered to the Administrative Agent and (together y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with a properly completed and signed stock power or endorsement)respect to, and the Security Agreement as may be necessary or, in the case opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (D) evidence that all other Collateral described actions necessary or, in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as reasonable opinion of the Restatement Closing Date and such other filings as are specified on Schedule 2 Collateral Agent, desirable to perfect the Guarantee and Collateral security interests purported to be created by the Security Agreement have been completed taken; and the Liens created under the Guarantee Security Agreement shall be in full force and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)effect. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, Agreement and Debentures are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock (as defined in the Guarantee and Collateral Agreement and the Debentures) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), stock when certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and/or the Debentures, when financing statements and/or other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as ), the Administrative Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 Secured Parties, shall have a fully perfected (to the Guarantee and Collateral Agreement have been completed and the Liens created extent perfection is required under the Guarantee Loan Documents) Lien on, and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). As of the Closing Date, none of the Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages existing as of delivered after the date hereofClosing Date will be, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (for the applicable jurisdictions in which the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which Mortgaged Properties are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlocated, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee In order to secure the due and punctual payment of the Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral AgreementAgent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, together if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to the Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Reaffirmation AgreementLiens securing First Lien Obligations, are effective in each case, under and pursuant to create in favor the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the Administrative holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, for on behalf of itself, the benefit other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a legaljunior lien intercreditor agreement, valid and enforceable security interest substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral described therein. In Agency Agreement on the case Issue Date, (B) the First Lien Intercreditor Agreement on the Issue Date and (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered Collateral Agent pursuant to the Administrative Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (together through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with a properly completed and signed stock power or endorsementcontradicts the Collateral Agency Agreement (or the First Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), and in the case of Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into and join the Collateral described in the Guarantee and Collateral Agency Agreement, financing statements including by its execution of applicable joinder documentation in appropriate form have been filed in the offices specified on Schedule 4.19(a) its capacity as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations “New Senior Class Debt Representative” (as defined in the Guarantee Collateral Agency Agreement) in respect of the Note Obligations; (2) other than during any Suspension Period, agreed (in its capacity as a Holder of Notes) that it is subject to and bound by the provisions of the Collateral Agency Agreement, each Security Document, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any time; (3) ratified the Collateral Agent’s execution and delivery of the Security Documents prior to the date hereof (in accordance with the Collateral Agency Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3).; (b4) Each of consented and agreed that the Mortgages existing Collateral Agent may execute and deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as of the date hereofhereof and act in accordance with the terms thereof; (5) subject to the terms of any Applicable Intercreditor Agreement, when amended by consented and agreed that the mortgage amendment referred to Collateral Agent may, in Section 6.13 (its sole discretion and without the “Mortgage Amendments”) will be effective to create in favor consent of the Administrative AgentTrustee or the Holders, for the benefit take all actions it deems necessary or appropriate in order to: (A) enforce any of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case terms of the Mortgages existing as Security Documents; and (B) collect and receive any and all amounts payable in respect of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Note Obligations of the Loan Parties in the Mortgaged Properties described therein Issuer and the proceeds thereofGuarantors to the Holders, as security for the Obligations (as defined in Collateral Agent or the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by Trustee under the relevant Mortgage)Note Documents.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (“Certificated Securities”), stock when certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as ), the Administrative Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). As of the Closing Date, none of the Borrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages existing as of delivered after the date hereof, when amended by the mortgage amendment referred to in Section 6.13 Closing Date (the “Mortgage Amendments”if any) will be be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (for the applicable jurisdictions in which the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which Mortgaged Properties are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowerlocated, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Person.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described thereintherein (including any proceeds of any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged StockSecurities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Term Agent (together with a properly completed as agent for the Agent pursuant to the Intercreditor Agreement) and signed stock power or endorsement), and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements in appropriate form have been filed are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a5.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Agent) and such other filings as are specified on Schedule 2 to 5.17 are made, the Guarantee and Collateral Agreement Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the filings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except (i) Liens permitted by Section 7.3(a)in favor of the Term Agent, (m), (sii) and (u) and, in the case of Collateral other than Pledged StockSecurities, other Liens permitted by Section 7.3)7.01 and (iii) Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the Liens securing the Obligations) to the extent required by the Security Documents. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding subject to the Intercreditor Agreement, Liens permitted by Section 7.01 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Each Security Document is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under 5.19(a), the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute other Security Documents shall create a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), other Liens permitted by Section 7.38.3). As of the Second Restatement Date, there are no Statutory Prior Claims that encumber any Pledged Stock, except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of Canada’s Wonderland Company prior to its amalgamation with 3147010 Nova Scotia Company. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed or registered in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Person, except Liens or other encumbrances or rights permitted by Section 8.3. Schedule 1.1 lists, as of the relevant Mortgage)Second Restatement Date, each site of owned real property and each leasehold interest in real property held by Cedar Fair LP or any of its Subsidiaries.

Security Documents. (a) The Guarantee When executed and Collateral Agreementdelivered, together with the Reaffirmation Agreement, are Pledge Agreements will be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Pledge Agreements, when stock certificates representing such Certificated Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementPledge Agreements, when financing statements and other filings specified on Schedule 6.11 in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as 6.11 and Borrowers receive proceeds of the Restatement Closing Date and such other filings as are specified Loans on Schedule 2 the Initial Borrowing Date, each of the Pledge Agreements shall constitute a fully perfected Lien (to the Guarantee extent such Lien can be perfected by filing, recording, registration or, with respect to the Certificated Pledged Stock, possession) on, and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in security interest in, all right, title and interest of the Loan Credit Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementPledge Agreements), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Certificated Pledged Stock, other Liens permitted by Section 7.38.1, and only to the extent that priority can be obtained by filing). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in In the case of the Mortgages existing Pledged Securities described in any Other Pledge Agreement, when stock certificates (and, as required by French law, a duly signed statement of the Restatement Closing Date) and pledge (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(bdéclaration xx xxxx)) are filed in the recording office designated by the Borrowerdelivered to Collateral Agent if any are issued immediately and all other conditions required therein are met, such Mortgage each Other Pledge Agreement and signed statement of pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Other Pledge Agreement), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by the relevant Mortgage)Section 8.1.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described thereintherein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and Collateral Agreement. In the case of (i) the Pledged StockSecurities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent (Agent, together with a properly completed appropriate blank instruments of transfer and signed stock power or endorsement), and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been filed are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Administrative Agent) and such other filings as are specified on Schedule 2 to 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 4.17, and through the delivery of the Pledged Securities and such instruments of transfer required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Section 6.8(b), when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the BorrowerBorrowers, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. Counterparts of the Subsidiary Guarantee executed by each Domestic Subsidiary, counterparts of an amendment (ain form and substance acceptable to the Agent) The Guarantee to the Share Pledge Agreement and Collateral Agreementcounterparts of the Security Agreement signed on behalf of the Obligors party thereto, together with the Reaffirmation Agreement, are effective to create in favor following: (i) certificates representing all the outstanding Capital Securities of each Subsidiary owned by or on behalf of any Obligor as of the Administrative Agent, for the benefit Closing Date (except that certificates representing Capital Securities of any foreign Subsidiary may be limited to 65% of the Secured Parties, a legal, valid and enforceable security outstanding equity interest in the Collateral described therein. In the case of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsementforeign Subsidiary), and stock powers and instruments of transfer, endorsed in the case of the other Collateral described in the Guarantee and Collateral Agreementblank, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and with respect to such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3).stock certificates; (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are results of the search of the UCC (or equivalent) and tax Liens and judgment Liens made with respect to be executed the Obligors and delivered any predecessor company identified pursuant to Section 6.9(bthe Security Agreement in each jurisdiction (A) in which each Obligor and each predecessor company is organized and (B) in respect of tax Liens and judgment Liens, where each Obligor and each predecessor company has its chief executive office or has had its chief executive office within the last four months prior to the Closing Date; and copies of the financing statements (or other documents) disclosed by such search and evidence that the Liens indicated by such financing statements (or similar documents) are filed in permitted by Section 8.06 or have been released or, simultaneously with the recording office designated by initial extensions of credit hereunder, will be released; (iii) subject to the Borrowerterms of the Security Agreement, (A) such Mortgage shall constitute a fully perfected Lien onother executed documentation as the Agent may deem necessary to perfect and protect its Liens, including intellectual property assignments for all intellectual property pledged as Collateral, subordination agreements and control agreements with respect to all deposit, commodity and security interest in, account and (B) all right, title and interest other Collateral the possession of which is necessary to perfect the Loan Parties in Lien therein; and (iv) written evidence that appropriate UCC financing statements necessary to protect the Mortgaged Properties described therein and Liens under the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)Security Agreement have been recorded.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.20(a) as together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement requirements set forth in Section 6.9 have been completed and complied with, the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute Agent shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3, and in the case of the Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured PartiesAdministrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties described therein and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Part 1 of Schedule 1.1B lists, as of the relevant Mortgagedate hereof, each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors that has a fair market value estimated in good faith by the Borrower, in excess of $5,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B lists, as of the date hereof, (A) each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors that has a fair market value estimated in good faith by the Borrower in excess of $1,000,000 which is not listed on Part 1 of Schedule 1.1B, and (B) each material parcel of real property located in the United States and which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of the Guarantors.

Security Documents. (a) The US Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein (and proceeds thereof) of the type in which a security interest can be created under Article 9 of the New York UCC (as defined in the US Guarantee and Collateral Agreement). In the case of the Pledged StockStock described in the US Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the US Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent shall have been filed a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in such Collateral and the proceeds thereof (to the extent a security interest in such Collateral and any proceeds thereof can be perfected through the filing of financing statements in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date Date, and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest through delivery of the Loan Parties in such CollateralPledged Stock required to be delivered on the Closing Date), as security for the Obligations (as defined in the US Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (sx) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.37.3 and (y) for Liens having priority by operation of law). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person. Schedule 1.1B lists, as of the Closing Date, (i) each parcel of real property located in the United States and owned by the Parent Borrower or any of its Domestic Subsidiaries and (ii) each leasehold interest in real property located in the United States and held by the Parent Borrower or any of its Domestic Subsidiaries that has a fair market value, in the reasonable opinion of the Parent Borrower, in excess of $5,000,000. (c) The Canadian Guarantee and Collateral Agreement is, effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock described in the Canadian Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Canadian Guarantee and Collateral Agreement, when (i) financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), (ii) other actions specified on Schedule 4.19(c) are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Québec, the Administrative Agent shall have a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in such Collateral, as security for the Canadian Obligations (as defined in the Canadian Guarantee and Collateral Agreement), in each case prior and superior in right to any other person (except, in the case of Collateral other than Persons holding the Pledged Stock, Liens or other encumbrances or rights permitted by the relevant MortgageSection 7.3).

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each of the Reaffirmation Agreement, are Security Documents (other than the Mortgages) is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of (i) any Pledged Equity as described in the Pledged StockSecurity Documents which is in certificated form, stock when any stock, membership or partnership unit certificates representing such Pledged Stock have been Equity are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)to, and in the case of possession of, the Administrative Agent, (ii) [Reserved], and (iii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as 3.19, the security interest created in favor of the Restatement Closing Date Administrative Agent for the benefit of the Secured Parties in such Pledged Equity and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralPledged Equity and other Collateral and the proceeds thereof, in which a security interest may be perfected by delivery to the Administrative Agent of such Pledged Equity or by filing a financing statement in the United States, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except other than Persons holding Liens or other encumbrances or rights that are permitted by this Agreement to be incurred pursuant to Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.36.2). (b) Each When executed and delivered, each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, 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 (i) the Mortgage Amendments Mortgages are filed or published (or registered upon the relevant office of certificates of title in the case of Mortgaged Properties situated in Jamaica) in the offices specified on Schedule 4.19(b) 3.19 (in the case of the Mortgages existing as to be executed and delivered on the date hereof or pursuant to Section 5.12) or in the title or recording office of the Restatement Closing Date) and applicable jurisdiction in which the subject real property is located (ii) in the Mortgages which are case of any Mortgage to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.10(a)), such each Mortgage shall constitute a fully perfected (and in the case of the Mortgaged Properties located in Jamaica, legally registered) Lien on, and security interest in, all right, title and interest of the Loan Parties applicable party to the Mortgage in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgagethis Agreement to be incurred pursuant to Section 6.3).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreements, when stock certificates and related stock powers representing such Pledged Stock have been are delivered to the Administrative Agent (together with assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a properly completed and signed stock power or endorsementjurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreements, when financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and Agreements, to the Liens created under extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement Agreements, the Guarantee and the Reaffirmation Agreement Collateral Agreements shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the respective Guarantee and Collateral AgreementAgreements), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.37.03). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b3(b) (in to the case of the Mortgages existing as of the Restatement Closing Date) Guarantee and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the BorrowerCollateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights except as permitted by Section 7.03). Schedule 1.01(c), which lists each parcel of real property in the relevant Mortgage)United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date, shall include a sub-heading for "Mortgaged Properties".

Security Documents. (a) The Guarantee and Collateral Agreement, together with Each of the Reaffirmation Agreement, are Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In Upon execution and delivery and (x) upon the case filing of financing statements under the UCC and/or the giving of notice of the Pledged Stock, stock certificates representing such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and assignment contained therein in the case of the other Collateral described in Assignments of Freights and Hires and the Guarantee Assignments of Insurances and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as recording of the Restatement respective Ship Mortgages with the Hong Kong Shipping Register with respect to the vessels registered under the Hong Kong flag, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date and such other filings as are specified on Schedule 2 to (y) upon the Guarantee and Collateral Agreement have been completed and the Liens created filing, (1) for each Mortgaged Vessel Guarantor owning vessels registered under the Guarantee Hong Kong flag, with the Hong Kong Companies Registry and Collateral Agreement and (2) for each Mortgaged Vessel Guarantor owning vessels that is incorporated in the Reaffirmation Agreement constitute fully perfected Liens in all rightBritish Virgin Islands, title and interest the Registry of Corporate Affairs of the Loan Parties in such CollateralBritish Virgin Islands, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as relevant Security Documents within five (5) weeks after the date of the date hereofexecution and delivery thereof, when amended by each of the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) Security Documents will be effective to create in favor of the Administrative Agent, 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 Parties (i) the Mortgage Amendments are filed in the offices specified case of Security Documents other than the Ship Mortgages, a duly perfected first priority security interest in and liens on Schedule 4.19(bthe Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the Mortgages existing as of Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the Restatement Closing Date) and (ii) the Mortgages respective Mortgaged Vessel on which are it purports to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, create such Mortgage shall constitute mortgage lien enforceable against each Mortgaged Vessel Guarantor a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, party thereto as security for the Obligations (as defined in performance of the relevant Mortgage)obligations secured thereby, in each case prior and superior in right case, pursuant to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage)applicable law pertaining to such Ship Mortgages.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and the proceeds thereof. In the case of (i) the Pledged StockStock described in the Guarantee and Collateral Agreement (as defined therein), when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent Collateral Agent, (together with a properly completed ii) security interests in the Investment Accounts that can be perfected by control, when the Account Control Agreements and signed stock power or endorsement)the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the case of the other Collateral described in the Guarantee and Collateral Agreement, Agreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements specified on Schedule 4.22(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed and 4.22(a), the Liens created granted under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (except Liens permitted by Section 7.3(a), (m), (sA) and (u) and, in the case of Collateral other than Pledged Stock, Permitted Liens, or (B) in the case of any Pledged Stock, Liens (x) arising pursuant to the limited liability company agreements, partnership agreements or other Liens permitted by Section 7.3)governing documents of the Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Security Documents. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “The Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof; , and when (i) the Mortgage Amendments are is filed in the offices applicable office specified on Schedule 4.19(b) (in 4.22(b), the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted except for Permitted Liens. Schedule 1.1A lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when stock certificates and related stock powers representing such Pledged Stock have been are delivered to the Administrative Agent (together with assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a properly completed and signed stock power or endorsementjurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreement in appropriate form have been are filed in the offices specified on Schedule 4.19(a3(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement have been completed Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and the Liens created under Collateral Agreement, the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.37.03). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; therein, and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b3(b) (in to the case of the Mortgages existing as of the Restatement Closing Date) Guarantee and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the BorrowerCollateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights except as permitted by Section 7.03). Schedule 1.01(c), which lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date, shall include a sub-heading for “Mortgaged Properties”. (c) Each of the UK Guarantee and Debenture and the UK Share Charge are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon completion of (i) any registration required by Section 395 of the Companies Act in England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the perfection requirements specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and the UK Share Charge shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant MortgageLoan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.03).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement and each other Security Document is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged StockEquity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock have been Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsementCollateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as ), the Collateral Agent, for the benefit of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement Secured Parties, shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a7.3), (m)subject, (s) and (u) andhowever, in the case of Collateral other than any Pledged Stock, other Liens permitted by Section 7.3)Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”if any) will be is effective to create in favor of the Administrative Collateral 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 (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrowertherein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Schedule 4.19(b) lists, as of the relevant Mortgage)Closing Date, each Material Real Property.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein (including any proceeds of any item of Collateral); provided, that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged StockSecurities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock have been Securities are delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) as of and delivered to the Restatement Closing Date Administrative Agent) and such other filings as are specified on Schedule 2 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Liens in first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (si) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3), (ii) in the case of Collateral consisting of Pledged Shares, Liens permitted by Section 7.3(g) to the extent securing Indebtedness expressly permitted by Section 7.2(u) and (iii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages existing as of the date hereofany Mortgage to be executed and delivered pursuant to Sections 6.8(b) and 6.11, when amended by the mortgage amendment referred to in Section 6.13 (the “such Mortgage Amendments”) will shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof; and when (i) the such Mortgage Amendments are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Mortgaged Properties described therein such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described thereintherein and proceeds and products thereof. In the case of the Pledged StockCapital Stock described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock have are delivered to Agent (or, prior to the Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a3.21(a)-1 (which financing statements may be filed by Agent) as of the Restatement Closing Date at any time and such other filings as are specified on Schedule 2 to in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Collateral Security Agreement have been completed shall constitute a valid Lien on, and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)obligations secured thereby, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(aPermitted Liens), . Schedule 3.21(a)-2 lists each UCC Financing Statement that (m), (si) names any Loan Party as debtor and (uii) andwill remain on file after the Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, other Liens permitted by Section 7.3)each such UCC Financing Statement. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages (i) or the Mortgage Amendments amendments required by Section 4.1(o)) are filed in the offices specified on Schedule 4.19(b3.21(b) (in the case of Mortgages executed and delivered on or prior to the Mortgages existing as of the Restatement Closing Date) and or in the recording office designated by Borrower (ii) in the Mortgages which are case of any Mortgage to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower5.12(b)), such each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date 4.19(a)-1 (which financing statements have been duly completed and such other filings as are specified on Schedule 2 delivered to the Guarantee and Collateral Agreement Administrative Agent), or, with respect to after-acquired property, when the requirements set forth in Section 6.10 have been completed and complied with, the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute Administrative Agent shall have a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) andexcept, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the relevant secured party to file such termination statements, in respect of each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be 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 (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b6.12) are filed or in the recording office designated by the BorrowerBorrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), such Mortgage shall constitute the Administrative Agent will have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by Section 7.3). As of the relevant Mortgage)Closing Date, the Mortgaged Properties constitute all fee interests in real property held by any Loan Party having a value (together with improvements thereof) of at least $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described thereintherein and proceeds thereof. In the case of the Pledged StockStock that is certificated described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock have been are delivered to the Administrative Agent Agent, in the case of Book Entry Securities (together with a properly completed and signed stock power or endorsementas defined in the Target Pledge Agreement), upon the taking of the actions described in Section 5.2(f) and in the case of the other Collateral (including uncertificated Pledged Stock) described in the Guarantee and Collateral Agreement, when financing statements in appropriate form have been are filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to 4.18(a), the Guarantee and Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement shall constitute a fully perfected Liens in Lien on, and security interest in, all right, title and interest of the Loan Parties in such CollateralCollateral and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens expressly permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; , and when (i) the Mortgage Amendments Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower4.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person except for (other than Persons holding i) Liens or other encumbrances or rights expressly permitted by Section 7.3 hereof and (ii) all matters set forth in Schedule B to the relevant Mortgagemortgagees title insurance policy delivered to the Administrative Agent in accordance with Section 5.1(r)(iii) herein. (c) The Target Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Collateral described in the Target Pledge Agreement, upon compliance with the provisions of Sections 3(a) and (b) thereof, the Target Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the IHK Merger Sub in such Collateral and the proceeds thereof, subject in the case of proceeds to compliance with applicable law, as security for the Obligations (as defined in the Target Pledge Agreement), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement, together with the Reaffirmation Agreement, are Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. In the case therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the Pledged Stock, stock certificates representing UCC (including any proceeds of any such Pledged Stock have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsementitem of Collateral), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and . The Canadian Collateral Agreement have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute fully perfected Liens in all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3). (b) Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds thereof; and when of any such item of Collateral). In the case of (i) the Mortgage Amendments Pledged Securities described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(b) 4.17 (or, in the case of other Collateral not in existence on the Mortgages existing Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral Agent shall have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Restatement Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the other filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Secured Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the Mortgages which are extent required by the Guarantee and Collateral Agreement or the Canadian Collateral Agreement, as applicable. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.9(b6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) are and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the BorrowerBorrower and all relevant mortgage taxes and recording charges are duly paid, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Properties described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage). (c) Each Security Document to which a Non-US Guarantor is a party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) subject to the limitations set forth in such Security Document.