Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, 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. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the certificated Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (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 in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each If and when delivered, each of the Mortgages is Mortgages, upon proper filing, shall be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties properties described therein and proceeds thereof, and if and when the amendments to the such Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)appropriate recording offices, each such Mortgage shall constitute a fully perfected (if and to the extent perfection may be achieved by such filings) Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties property subject to such Mortgage and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except that the security interest created in such property may be subject to the Liens permitted by Section 7.3).

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other PersonPerson (except for (i) Permitted Liens arising solely by operation of law and (ii) purchase money liens permitted under Section 7.3). (b) Each Upon execution and delivery, each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)applicable filing or recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (other than Persons holding Liens and encumbrances or rights permitted by the relevant Mortgage and this Agreement).

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution or filing, as applicable, will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock 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 Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementor any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 4.19(a5.19 and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person. Person (bexcept Liens permitted by Section 8.3) Each subject in the case of the Mortgages Intellectual Property that is effective the subject of any application or registration, to create in favor the recordation of appropriate evidence of the Administrative Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofas appropriate, and when the amendments taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest equivalent 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 Personperfection.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative AgentAgent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may that can be perfected by the filing a of such financing statementstatement or other filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other PersonPerson (except (x) (other than with respect to Collateral consisting of Capital Stock) Liens permitted by Section 7.3 and (y) as and to the extent set forth in the last paragraph of Section 5.1). (b) Each of the Mortgages Mortgages, upon execution and delivery by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other PersonPerson (except Liens permitted by Section 7.3). Schedule 1.1E lists, as of the Closing Date, each parcel of owned real property located in the United States and held by any Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement(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 are filed in the offices specified on Schedule 4.19(a)4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral 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. Person (bexcept (i) Each in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens). As of the Mortgages is effective to create Restatement Effective Date, neither the Borrower nor any of its Subsidiaries holds any parcel of owned real property, other than the Virginia Beach Parcel, located in favor the United States having a value, in the reasonable opinion of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Borrower, in each case prior and superior in right to any other Personexcess of $10,000,000.

Security Documents. (a) The Guarantee Borrower and Collateral Agreement is effective Lender each hereby confirm that all references to create the "Credit Agreement" or the "Agreement" in favor any of the Administrative AgentSecurity Documents shall be deemed to be references to the Credit Agreement as amended hereby; that the obligations of Borrower under the Credit Agreement, for as amended hereby, and fees and expenses in connection therewith constitute additional indebtedness, liabilities and obligations of Borrower to Lender, all of which are secured by the benefit Security Documents, and that all references to "indebtedness" and/or "obligations" secured by such instruments shall be deemed amended to include all obligations of Borrower in respect of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Credit Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Personamended hereby. (b) Each of the Mortgages is effective Borrower hereby ratifies and reaffirms its grant and conveyance to create in favor of the Administrative Agent, Agent for the ratable benefit of the LendersLenders of a security interest in and lien upon all collateral covered by any of the Security Documents. (c) Borrower and Lender each hereby confirm that nothing contained herein or done pursuant hereto shall limit or be construed to limit the security interest or lien previously granted by Borrower to Agent for the ratable benefit of the Lender under any of the Security Documents, or the priority thereof over other liens, encumbrances and security interests. Except as amended hereby, the Security Documents shall remain in full force and effect and Borrower hereby ratifies and confirms the Security Documents in all other respects, including, without limitation, the continuing grant of a legal, valid lien on and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed interest in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Personcollateral covered thereby.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofand products thereof as required thereby. In the case of the (i) Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests represented by certificates, (x) when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent, and Collateral Agent or (y) when financing statements in appropriate form are filed in the case of offices specified on Schedule 3.16(a), (ii) the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)3.16(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed and (iii) the Deposit Accounts and Securities Accounts, when Account Control Agreements have been executed by the parties contemplated thereby, the Lien created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person. Person (b) Each of the Mortgages is effective except, with respect to create in favor of the Administrative Agentpriority only, for the benefit of the LendersPermitted Prior Liens and, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)case of collateral constituting Equity Interests, 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 MortgagePermitted Equity Liens), in each case prior case, to the extent such Lien can be perfected by delivery of such collateral, the filing of any UCC financing statements or execution and superior in right to delivery of any other Personaccount control agreements.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3, including the Liens securing the obligations under the ABL Facility Agreement). (b) Each of the Mortgages The Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are Mortgage is filed in the offices specified on Schedule 4.19(b3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person., and is free and clear of any Liens except Liens permitted by Section 6.3

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes (as each is defined in the Guarantee and Collateral Agreement) described in the Guarantee and Collateral Agreement, when stock certificates (if any) and promissory notes representing such Pledged Stock and Pledged Notes, respectively, are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), to the extent perfection can be accomplished by filing in such offices, 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 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 PersonPerson (except, in the case of Collateral other than Pledged Stock and Pledged Notes, Liens permitted by Section 8.3 which are entitled to priority as a matter of law). (b) Each When executed and delivered, each of the Mortgages is Control Agreements will be effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in each of the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(adeposit accounts (other than payroll or benefit accounts) are filed in the offices specified identified as such on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person5.21.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens which, under Applicable Law or pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to 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 Stock described in the Guarantee and Collateral Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Pledge Agreement, when financing statements and other filings specified on Schedule 7.18 in appropriate form are filed in the offices specified on Schedule 4.19(a)7.18, the Guarantee and Collateral Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens which, under Applicable Law or pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agentcase, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each extent perfection may be achieved by such Mortgage shall constitute a fully perfected Lien on, deliveries 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 Personsuch filings.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with stock powers endorsed to the Administrative Agent or in blank, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a)-1, (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3). Schedule 3.19(a)-2 lists each UCC Financing Statement (other than any naming the Administrative Agent as secured party) that (i) names any Loan Party as debtor and (ii) will remain on file after the Amendment/Restatement Effective Date. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are and, each such Mortgage, as filed in the offices specified on Schedule 4.19(b3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject only to Liens and other matters permitted by Section 6.3.

Security Documents. Each of the Borrowers has good title to the Collateral free and clear of Liens other than Liens permitted by the applicable Collateral Document. No Person holds any right or interest in any of the Pledged Spare Parts under the Spare Parts Security Agreement by virtue of any interest that such person may have in real property or improvements at any of the Designated Locations (a) as defined therein). The Guarantee and Collateral Agreement is Documents are effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In When appropriate financing statements, filings and recordings with the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentFAA, and in the case of the other Collateral described in the Guarantee filings and Collateral Agreement in which a security interest may be perfected by filing a financing statementrecordings specified on Schedule 4.11, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)4.11, the Guarantee and Collateral Agreement Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrowers in such Collateral and the proceeds thereof, as security for the Obligations (as defined in and the Guarantee and Collateral Agreement)Cross-Default Obligations, in each case prior and superior in right to any other Person. Person (b) Each except Liens permitted by the applicable Collateral Document, none of which are of record except for the Liens of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(bSenior Mortgages), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementDeposit Accounts, when stock certificates representing such Pledged Stock Control Agreements are delivered to entered into by the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 4.19(a)3.17, the Guarantee and Collateral Agreement Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (Obligations, in each case to the extent security interests in such Collateral can be perfected by the execution of Control Agreements or the filing Uniform Commercial Code financing statements, as defined in the Guarantee and Collateral Agreement)applicable, in each case prior and superior in right to any other PersonPerson (except for Liens expressly permitted by Section 6.02). (b) Each of the Mortgages is The Mortgages, if any, shall be effective to create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable Lien on 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 the amendments to the such Mortgages referred to in Section 5.1(a) are filed or recorded in the offices specified on Schedule 4.19(b)proper real estate filing or recording offices, each such Mortgage the Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the Mortgaged Properties and extent applicable, 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 PersonPerson (other than with respect to the rights of a Person pursuant to Liens expressly permitted by Section 6.02).

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, 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. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock pledged stock described in the Guarantee and Collateral Agreement, when the delivery to, and continuing possession by, the Collateral Agent of stock certificates representing such Pledged Stock are delivered to the Administrative Agentpledged stock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when the financing statements in appropriate form are filed on file (or to be filed) in the offices specified on Schedule 4.19(a5.18(a), the Guarantee and Collateral Agreement shall constitute create (or, when filed, will create) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 8.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed on file in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.5.18

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersLenders holding Loans, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements and other filings specified on Schedule 3.16(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.16(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement)) under the Loans, in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral, Liens permitted by Section 6.2). (b) Each of the Mortgages The Mortgage is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersLenders holding Loans, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are Mortgage is filed in the offices specified on Schedule 4.19(b3.16(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)) under the Loans, in each case prior and superior in right to any other PersonPerson (except exceptions permitted by the Required Lenders in the Title Policies). Schedule 1.1B lists, as of the Closing Date, each parcel of real property owned in fee by the Loan Parties and any of their Subsidiaries and each leasehold, subleasehold, easement and other real property interest in Material Leased Properties (other than the Longitudinal Lease Agreement and the Northern Pipeline Real Property Interests). All of the properties listed on Schedule 1.1B shall be subject to the Mortgage.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower (based on net fixed asset values as shown on the balance sheet of the Borrower) or any of its Subsidiaries (excluding Specified Joint Ventures) that has a value, in the reasonable opinion of the Borrower, in excess of $7,500,000.

Security Documents. (a) The Guarantee Security Agreement and Collateral Agreement each other Security Document is effective to create in favor of the Administrative Agent, for the benefit of the LendersLender Group, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent that such a security interest can be created by authentication of a written security agreement under Articles 8 and 9 of the UCC. In the case of the Pledged Stock certificated Equity Interests described in the Guarantee and Collateral AgreementSecurity Documents, when stock certificates representing such Pledged Stock Equity Interests are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee Security Agreement or any other Security Document (other than deposit accounts and Collateral Agreement investment property) in which a security interest Lien may be perfected by the filing of a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices as specified on Schedule 4.19(a)in Article 9 of the UCC and in the PPSA, in each case, the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Lender Group, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral (including such Equity Interests) and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except for Permitted Liens). In the case of Collateral that consists of deposit accounts or investment property, when a Controlled Account Agreement is executed and delivered by all parties thereto with respect to such deposit accounts or investment property, the Administrative Agent, for the benefit of the Lender Group, shall have a perfected security interest in, all right, title and interest of the Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person. Person (bexcept for Permitted Liens) Each of except as provided under the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments applicable Controlled Account Agreement with respect to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Personfinancial institution party thereto.

Security Documents. (a) The Guarantee Subject to the entry of the DIP Orders and Collateral Agreement is subject to any restrictions arising on account of the Borrower’s or any Subsidiary’s status as a “debtor” under the Bankruptcy Code, the Security Documents are effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when When stock certificates representing such Pledged Stock Collateral are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral (other than the Mortgages described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementbelow), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)appropriate offices, the Guarantee and Collateral Agreement Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral (to the extent such Collateral can be perfected by the actions described above) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)DIP Obligations, in each case prior and superior in right to any other Person. Person (b) subject only to Permitted Liens). Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)DIP Obligations, in each case prior and superior in right to any other PersonPerson (subject only to Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, legal and valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form 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 Guarantee 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 4.17(a) are made, the Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a) and the proceeds thereoffilings specified on Schedule 4.17(a), and through the delivery of the Pledged Securities or 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 PersonPerson (except with respect to Liens permitted by Section 7.3 other than clauses (a), (h)(ii), (z) and (aa) thereof) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the amendments to the Mortgages referred to in Section 5.1(a) are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except with respect to Liens permitted by Section 7.3 other than clauses (a), (h)(ii), (z) and (aa) thereof or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the Administrative Agent to the extent delivery is required by the Collateral Agreement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.18(a), the Guarantee Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by this Agreement). In the case of Collateral consisting of Intellectual Property described in the Collateral Agreement, when filings are made as described above and in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agreement will constitute a valid 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 this Agreement). (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 6.02). (bc) Each Upon recording thereof in the appropriate recording office, each of the Mortgages (if any) is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when the amendments subject to the Mortgages referred to general principles of equity, regardless of whether considered in Section 5.1(a) are filed a proceeding in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Personequity or at law.

Security Documents. (a) The Guarantee and Term Collateral Agreement and each other Term Security Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Term Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable Debtor Relief Laws and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the last paragraph of the Collateral and Guarantee Requirement and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Stock Equity Interests described in the Guarantee and Term Collateral Agreement, when any stock certificates representing such Pledged Stock Equity Interests (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Term Administrative Agent, and in the case of the other (ii) Collateral described in the Guarantee and Collateral Agreement in with respect to which a security interest may be perfected only by filing a financing statementpossession or control, upon the taking of possession or control by the Term Administrative Agent of such Collateral, and (iii) the other personal property Collateral described in the Security Documents, when financing statements in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and such other filings as are specified on Schedule 4.19(a)by the Term Collateral Agreement have been completed, the Guarantee and Lien on the Collateral created by the Term Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to the Liens of any other PersonPerson (except Liens permitted under Section 6.02). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Agents and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)3 of the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except as otherwise set forth herein). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Agents and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson (except as otherwise set forth in any such Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit and the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3). (b) Each of the Vessel Mortgages is effective to create in favor of the Administrative Collateral Agent, for its benefit and the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Vessels described therein and proceeds thereof, and when the amendments to the Vessel Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b3.19(b), each such Vessel Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Vessels and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Vessel Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B lists, as of the Closing Date, each vessel owned by the Borrower or any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Lendersholders of Secured Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Equity Interests pledged under the Pledge Agreement (the “Pledged Stock described in the Guarantee and Collateral AgreementStock”), when the Administrative Agent obtains control of stock certificates representing such the Pledged Stock are delivered to the Administrative AgentStock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements and other filings in appropriate form are or have been filed in the offices specified on Schedule 4.19(a)appropriate offices, each of the Guarantee Security Agreement and Collateral the Pledge Agreement shall constitute a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Grantors in such Collateral and the proceeds thereof, to the extent a security interest can be perfected by filing or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than the Pledged Stock with respect to which the Collateral Agent has control, Liens permitted by Section 6.3). (ba) Each of the Mortgages is effective to create in favor of the Administrative AgentCollateral Agent or the Mine Collateral Agent (as the case may be), for the benefit of the Lendersholders of Secured Obligations, a legal, valid and enforceable Lien on the Mortgaged mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged Property is located, and when the amendments to the Mortgages referred to in Section 5.1(a) are or have been filed in the offices specified on Schedule 4.19(b)appropriate 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 such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other PersonPerson (except for Liens permitted by Section 6.3).

Security Documents. (a) The Guarantee and Collateral Security Agreement is will be effective to create (to the extent described therein and subject to the Legal Reservations and exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Security Agreement) in favor of the Administrative Agent, Collateral Agent (for the benefit of the LendersSecured Parties), in each case, a legal, valid and enforceable security interest which such Security Document purports to create in the Collateral described therein and proceeds thereof. In As of the Closing Date, in the case of the Pledged Stock Collateral described in the Guarantee and Collateral Security Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the terms set forth in the Security Agreement are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement in which a security interest may be perfected by filing a financing statement(other than the Intellectual Property), when financing statements in appropriate form and other filings are filed or registered, as applicable, in the applicable offices specified on Schedule 4.19(a)or system of registration, the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Legal Reservations, any exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Security Agreement) and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in to the Guarantee and Collateral Agreement)extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other Personperson (except Permitted Liens). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a)) to the Disclosure Letter, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), in each case to the extent the security interest in the Collateral can be perfected by taking such actions. (b) Each of the Mortgages Mortgages, if any, is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)) to the Disclosure Letter, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 4.19(b) to the Disclosure Letter lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein in paragraphs (a) through (k), inclusive, (m) and (n) of Section 3 thereof and proceeds thereofof such Collateral. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, thereof and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson except Liens permitted by Section 7.3.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock certificated securities described in the Guarantee and Collateral AgreementSecurity Documents, when stock certificates representing such Pledged Stock securities are delivered to the Administrative AgentCollateral Agent (together with properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Security Documents (other than Collateral Agreement in which a security interest may cannot be perfected by filing a financing statementthe filings specified on Schedule 4.21(a)), when financing statements specified on Schedule 4.21(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.21(a), the Guarantee and Collateral Agreement Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementSecurity Documents), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than certificated securities, Liens permitted by Section 7.2). (b) Each of the Mortgages Mortgages, when filed or recorded, is effective or will be in form sufficient to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)where such Mortgaged Properties are located and, if required, mortgage registry tax is paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson (other than for Liens permitted by Section 7.2).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof 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 except with respect to any additional actions and documents that need to be entered into that are required under foreign law (with respect to any Equity Interests of a Foreign Subsidiary or assets or property located in a foreign jurisdiction) to create a legal, valid and enforceable security interest and (i) when stock certificates representing such the original Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(aAgreement), along with any necessary transfer documents or instruments, is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (in each case, other than (y) Liens on cash collateral permitted pursuant to Section 6.02(xiv) and (z) non-consensual Liens permitted under Section 6.02(iv)), and (ii) (A) for Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent of such Collateral, (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a), (C) the actions described in clause (i) above with respect to Pledged Collateral and (D) upon taking (1) any other perfection action as may be required under the proceeds thereofUCC or any other applicable law and (2) any other action (including creation action) as may be required under foreign law, as security for the Obligations (as defined in Lien on the Collateral created under the Guarantee and Collateral Agreement)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 federally registered copyrights) in which a security interest may be perfected pursuant to Article 9 of the UCC, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02. (b) Each Upon the recordation of the Mortgages is effective to create fully-executed Guarantee and Collateral Agreement (or a short-form security agreement in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid form and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments substance reasonably satisfactory to the Mortgages referred to in Section 5.1(aBorrower and the Collateral Agent) are filed in with the offices specified on Schedule 4.19(b)United States Copyright Office, each such Mortgage the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations federally registered Copyrights (as defined in the relevant Mortgage)Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a Lien on registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, legal and valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent), recordation of the Guarantee 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 3.19(a) are made, the Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 3.19(a) and the proceeds thereoffilings specified on Schedule 3.19(a), and through the delivery of the Pledged Securities or 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 PersonPerson (except with respect to Customary Permitted Liens) to the extent required by the Guarantee and Collateral Agreement. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage executed and delivered pursuant to Section 5.14, such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the amendments to the Mortgages referred to in Section 5.1(a) are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except with respect to Customary Permitted Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and, with respect to Collateral consisting of Pledged Stock, nonconsensual Liens permitted by Section 7.3(a)). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson (except for Liens permitted by Section 7.3(a), (b), (e), (k) and (m)). (c) Schedule 4.19

Security Documents. (a) The Guarantee Each Mortgage, when executed and Collateral Agreement is effective to create in favor of delivered by the Administrative Agentrelevant Loan party, for the benefit of the Lenders, a legal, valid and enforceable security interest properly filed and recorded (with all required filing and recording fees being paid) in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described office(s) specified in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement VIII shall constitute a fully perfected Lien on, and security interest in, all right, title title, interest, claim and interest estate of the Loan Parties in each Subsidiary Guarantor, Joint Venturer, or Borrower executing such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien Mortgage on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, other than with respect to the Permitted Liens. (b) The Security Agreement (Capital Stock and Partnership Interest) is effective to create in favor of the Agent, for the benefit of the Lenders, legal, valid and enforceable security interests in the Capital Stock and partnership interests of the Subsidiaries described therein and proceeds thereof and, when the stock certificates and partnership certificates (if any) described therein are delivered to the Agent, and such financing statements describing such Collateral as may be necessary to be filed in the appropriate jurisdictions in order to perfect the security interest being granted, the Security Agreement (Capital Stock and Partnership Interests) shall constitute a perfected first priority lien on, and security interest in, all right, title and interest of the Borrower, or each Subsidiary owning Capital Stock or partnership interests of another Subsidiary, in such Capital Stock and partnership interests and the proceeds thereof as security for the Obligations, in each case prior and superior in right to any other Person when financing statements in appropriate form are properly filed (with all required filing fees deemed paid) in the office(s) specified in Schedule IX.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative 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. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementStock, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock are delivered to the Administrative AgentStock, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement(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), and, in the Guarantee case of 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 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 shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) or Mortgage Amendments, as applicable, are filed in the offices specified on Schedule 4.19(b), each such of the Mortgages or Mortgage Amendments, as applicable, 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.

Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock 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 Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementor any other Security Document, when financing statements and other filings specified on Schedule 5.19 to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a5.19 to the Disclosure Letter and upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person. Person (bexcept Liens permitted by Section 8.3) Each subject in the case of the Mortgages Intellectual Property that is effective the subject of any application or registration, to create in favor the recordation of appropriate evidence of the Administrative Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofas appropriate, and when the amendments taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest equivalent 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 Personperfection.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein in Section 3 thereof and proceeds thereofof such Collateral. In the case of (i) the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Stock Equity Interests are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, Agent or when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than motor vehicles, aircraft, Deposit Accounts (as defined in the Guarantee and Collateral Agreement), and leasehold estates in real property) 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 PersonPerson (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, thereof and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson except Liens permitted by Section 7.3.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19 (a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (excluding unregistered copyrightable works) 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 PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3). (b) Each of the Mortgages (if any) is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments such Mortgages, together with any applicable UCC-1 forms related to the Mortgages referred to in Section 5.1(a) fixtures, are filed in the offices specified on Schedule 4.19(b)in the applicable Mortgage Recording Certificate, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such 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. As of the Closing Date, neither the Borrower nor any of its Subsidiaries owns in fee simple any real property.

Security Documents. (ai) The Guarantee and Collateral FTX Security Agreement is effective to create in favor of the Administrative FTX Collateral Agent, for the ratable benefit of the Lendersparties to the FTX Intercreditor Agreement, a legal, valid and enforceable security interest in the Shared Collateral (as defined in the FTX Security Agreement); the Shared Collateral has been delivered to the FTX Collateral Agent on or before the Funding Date and the FTX Security Agreement constitutes a fully perfected first priority Lien on, and security interests in, all right, title and interest of the pledgors thereunder in such Shared Collateral and the proceeds thereof, in each case prior and superior in right to any other Person subject to the restriction on conversion of Unit Equivalents referred to in Section 5.2(d)(viii) and Section 27 of the FTX Security Agreement. (ii) The FRP Security Agreement is effective to create in favor of the FRP Collateral Agent, for the ratable benefit of the Banks, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral FRP Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)VI hereto, the Guarantee and Collateral FRP Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantor thereunder in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each , except as provided in Articles 34, 35 and 36 of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonFRP Security Agreement.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, when stock certificates or instruments representing such Pledged Stock or Pledged Notes, respectively, are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may can be perfected by the filing of a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a6.20(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b6.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except as disclosed on Schedule 9.3(f).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, has a legal, valid and enforceable security interest in the Collateral described therein in the Collateral Agreement and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the MCC Guarantors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.2 hereof). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)3.3, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the MCC Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lendersholders of Secured Obligations, a legal, valid and enforceable security interest in substantially all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock pledged Equity Interests described in the Guarantee and Collateral Security Agreement, when the Administrative Agent obtains control of stock certificates representing such Pledged Stock are delivered to the Administrative Agentpledged Equity Interests, and in the case of substantially all of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements and other filings in appropriate form are or have been filed in the appropriate offices specified on Schedule 4.19(a)or Control Agreements have been executed, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filing or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other Person. Person (b) except, in the case of Collateral other than pledged Equity Interests, with respect to which the Administrative Agent has control, Liens permitted by Section 6.3). Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lendersholders of Secured Obligations, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged property is located, and when the amendments to the Mortgages referred to in Section 5.1(a) are or have been filed in the offices specified on Schedule 4.19(b)appropriate 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 such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other PersonPerson (except for Liens permitted by Section 6.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofand products thereof as required thereby. In the case of the (i) Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests represented by certificates, (x) when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent, and Collateral Agent or (y) when financing statements in appropriate form are filed in the case of offices specified on Schedule 3.16(a), (ii) the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)3.16(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed and (iii) the Deposit Accounts and Securities Accounts, when Account Control Agreements have been executed by the parties contemplated thereby, the Lien created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person. Person (b) Each of the Mortgages is effective except, with respect to create in favor of the Administrative Agentpriority only, for the benefit of the LendersPermitted Prior Liens and, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)case of collateral constituting Equity Interests, 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 MortgagePermitted Equity Liens), in each case prior case, to the |US-DOCS\150811028.6|| extent such Lien can be perfected by delivery of such collateral, the filing of any UCC financing statements or execution and superior in right to delivery of any other Personaccount control agreements.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersLenders holding Secured Term Loans, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements and other filings specified on Schedule 3.16(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.16(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement)) under the Secured Term Loans, in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral, Liens permitted by Section 6.2). (b) Each of the Mortgages The Mortgage is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersLenders holding Secured Term Loans, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are Mortgage is filed in the offices specified on Schedule 4.19(b3.16(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)) under the Secured Term Loans, in each case prior and superior in right to any other PersonPerson (except exceptions permitted by the Agent in the relevant title policies). Schedule 1.1B lists, as of the Restatement Date, each parcel of real property owned in fee by the Loan Parties and any of their Subsidiaries and each leasehold interest in Material Leased Properties. All of the properties listed on Schedule 1.1B shall be subject to the Mortgage.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected perfected, first priority (subject to Section 4.3(b) of the Guarantee and Collateral Agreement) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected perfected, first priority (subject to Section 4.3(b) of the Guarantee and Collateral Agreement) 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected The Lien granted by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than the Pledged Stock, Liens expressly permitted by Section 6.2) (i) in the case of the Pledged Stock, when certificates representing such Pledged Stock are delivered to the Administrative Agent together with appropriate instruments of transfer endorsed in blank and (ii) in the case of any other Collateral, when the financing statements and other filings in appropriate form are filed in the offices specified in Schedule 3.19(a). (b) Each of the Mortgages Collateral Vessel Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties Collateral Vessels described therein and proceeds and products thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are each Collateral Vessel Mortgage is filed in the offices specified on Schedule 4.19(b3.19(b), the Lien created by each such Collateral Vessel Mortgage shall constitute a fully perfected first preferred mortgage Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Collateral Vessels and the proceeds thereof, as security for the Obligations (as defined in the relevant Collateral Vessel Mortgage), in each case prior and superior in right to any other PersonPerson (except Permitted Collateral Vessel Liens).

Security Documents. (a) The Except as described in subsection 10.16, the 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 in the Collateral collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson subject, except in the case of such Pledged Stock, to Liens permitted by paragraphs (a) through (f) of subsection 7.3. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.relevant

Security Documents. (a) The Each of the Guarantee and Collateral Agreement and the DDi Corp. 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when When financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement and the DDi Corp. Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the DDi Corp. Guarantee and Collateral Agreement, as applicable), in each case prior and superior in right to any other PersonPerson (other than Liens permitted by Section 7.3). (b) Each of the Mortgages pursuant to this Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofthereof and, and when the amendments to the these Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement(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 are filed in the offices specified on Schedule 4.19(a)4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral 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. Person (bexcept (i) Each in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens). As of the Mortgages is effective to create RestatementSecond Amendment Effective Date, neither the Borrower nor any of its Subsidiaries holds any parcel of owned real property, other than the Virginia Beach Parcelproperties listed in favor Schedule 1.1F, located in the United States having a value, in the reasonable opinion of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Borrower, in each case prior and superior in right to any other Personexcess of $10,000,0002,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Paying 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 certificated Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Paying Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2). (b) Each of the Mortgages is effective to create in favor of the Administrative Paying Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except as disclosed on the title insurance policy delivered in respect of such Mortgaged Property pursuant to Section 5.1(k)(iii). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents 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. In the case of the Pledged Stock Equity described in the Guarantee and Collateral Security Agreement, when stock or other equity certificates representing such Pledged Stock Equity are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity 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)) and any necessary control agreements are entered into with respect to deposit accounts, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Security Agreement), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 5.02(c)). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.16(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.16(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiaries in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.02). (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to Mortgage is filed at the Mortgages referred to in Section 5.1(a) are filed request of the Collateral Agent in the offices specified on Schedule 4.19(b3.16(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiaries in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations Secured Indebtedness (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is continues to be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case The delivery of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to and the Administrative Agent, and in the case filing of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)6.20(a) and as required by Section 8.10, in each case together with the Guarantee and Collateral Agreement shall and all supplements thereto, and, as applicable, the Dutch Pledge Documents, constitute (or will constitute, as applicable) a fully perfected Lien on, and security interest in, all right, right title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is (as supplemented by the Mortgage Supplements, as applicable) continues to be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall continues to constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except as disclosed on Schedule 9.3(f).

Security Documents. (a) The Except as described in subsection 10.16, the 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 in the Collateral collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered All actions have been taken on or prior to the Administrative Agent, and in the case of the other Collateral described in Effective Date which are necessary to cause the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall to constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson subject, except in the case of such Pledged Stock and the Pledged Debt Securities, to Liens permitted by subsection 7.3. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)) in accordance with subsection 10.17, 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, subject to Liens permitted by subsection 7.3 (other than, with respect to Mortgaged Properties as of the Original Closing Date, subsections 7.3(g) and (q)).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof and (i) in the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement, when stock certificates representing earlier of (A) delivery of such Pledged Stock are delivered Collateral to the Administrative Agent, Agent and (B) filing of financing statements in appropriate form in the offices specified on Schedule 3.19(a) and (ii) in the case of the all other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementtherein, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such the Collateral described therein and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the rights of any other Person, subject only to Permitted Liens. (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, all of the Borrowers’ right, title and interest in and to the Mortgaged Properties thereunder and the other Collateral described therein and in the Mortgage, and, in each case, proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are Mortgage is filed in the offices specified on Schedule 4.19(b3.19(b), each such the Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the Mortgaged Properties and the proceeds thereofsuch Collateral, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to the rights of any other Person, subject only to subject only to Permitted Liens. (c) Schedule 3.19(c) lists completely and correctly as of the Closing Date all bank, securities and commodities accounts (the “Accounts”) of each Borrower. Each of the Control Agreements is effective to create and perfect in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Accounts described therein and proceeds and products thereof. Upon the execution of the Control Agreements, such Security Documents shall constitute perfected Liens on, and security interests in, all right, title and interest in the accounts described therein and the proceeds and products thereof, as security for the Obligations, in each case prior and superior to the rights of any other Person, subject only to Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral 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 PersonPerson (except, in the case of Collateral other than Pledged Stock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 8.3). 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 Canada's Wonderland Company prior to its amalgamation with 3147010 Nova Scotia Company. (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed or registered in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.5.19

Security Documents. (a) The Guarantee and Collateral Agreement Subject to any matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions provided pursuant to Section 7.1(f), each of the Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (the “Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative AgentCollateral Agent (provided that, and in the case of an issuer of such Certificated Securities that is located in a jurisdiction outside the United States, applicable law provides for perfection of a Lien on such Certificated Securities by delivery of such Certificated Securities to a Secured Party), and (ii) the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements and other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.19(a6.19(a), as the Guarantee and case may be, the Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person. Person (b) Each except, in the case of Permitted Liens). Other than as set forth on Schedule 6.19(a), as of the Mortgages is effective to create in favor Amendment No. 1 Effective Date, none of the Administrative Agent, for the benefit Capital Stock of the Lenders, Borrower or any Subsidiary Guarantor that is a legal, valid and enforceable Lien on limited liability company or partnership (organized under the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed laws of a jurisdiction in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute United States) is 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 PersonCertificated Security.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described Collateral required to be delivered in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered (in accordance with the Intercreditor Agreement) to the Administrative AgentAgent or the Term Loan Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may that can be perfected by the filing of a financing statementstatement or other filing, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person. Person (b) Each of except Liens expressly permitted by this Agreement or the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Intercreditor Agreement, in each case case, to be prior and superior in right to any other Personthe Liens on the Collateral).

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentLender, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.18 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any interest of other Person. Person (b) Each except, in the case of Collateral other than Pledged Stock, Liens permitted to encumber such Collateral by Section 7.1 or as described in Schedule 3.10 to the Merger Agreement). In the case of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Collateral described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)Deposit Account Control Agreements, each upon receipt of such Mortgage agreements, the Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Security Documents), in each case prior and superior in right to any interest of other PersonPerson (except Liens permitted to encumber such Collateral by Section 7.1).

Security Documents. (a) The Guarantee and Collateral Agreement is ------------------- effective to create in favor of the Administrative Agentcreate, for the ratable benefit of the Lendersholders of the Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement) and, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative Agent, Collateral Agent and for so long as the Collateral Agent remains in the case possession of the other such Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, or when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)in the Perfection Certificate, as applicable, the Guarantee and security interest created by the Collateral Agreement shall constitute a fully perfected Lien on, and first priority security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Collateral, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02. (b) Each of the The Mortgages is are effective to create create, subject to the exceptions listed in favor of the Administrative Agenteach title insurance policy covering such Mortgage, for the ratable benefit of the Lendersholders of the Obligations, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties described therein and proceeds thereofthereunder, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)in the Perfection Certificate, the Lien created by each such Mortgage shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties applicable mortgagor in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Properties, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described Collateral required to be delivered in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered (in accordance with the Intercreditor Agreements) to the Administrative AgentAgent or the Non-ABL Representative (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may that can be perfected by the filing of a financing statementstatement or other filing, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person. Person (b) Each of except Liens expressly permitted by this Agreement or the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Intercreditor Agreements, in each case case, to be prior and superior in right to any other Personthe Liens on the Collateral).

Security Documents. (a) The Second Amended and Restated Guarantee and Collateral Agreement is effective to create continue in favor of the General Administrative Agent, for the benefit of the Lenders, a the legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Second Amended and Restated Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Congress Parties pursuant to the Congress Credit Agreements, who shall hold such stock certificates representing such Pledged Stock on behalf of the General Administrative Agent, and in the case of the other Collateral described in the Second Amended and Restated Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements statement amendments in appropriate form are filed in the offices specified on Schedule 4.19(a8.19(a)-1 (which financing statement amendments have been duly completed and executed and delivered to the General Administrative Agent) and such other filings as are specified on Schedule 3 to the Second Amended and Restated Guarantee and Collateral Agreement (all of which filings have been duly completed), the Second Amended and Restated Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. Person (b) Each of the Mortgages is effective to create in favor of the Administrative Agentexcept, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified case of Collateral other than Pledged Stock, Liens granted under the Congress Credit Agreements or otherwise permitted by Section 11.3). Schedule 8.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of file after 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 PersonSecond Restatement Effective Date.

Security Documents. (a) The Guarantee Borrower and Collateral Agreement is effective Fleet each hereby confirm that all references to create the "Credit Agreement" or the "Agreement" in favor any of the Administrative AgentSecurity Documents shall be deemed to be references to the Credit Agreement as amended hereby; that the obligations of Borrower under the Credit Agreement, for as amended hereby, and fees and expenses in connection therewith constitute additional indebtedness, liabilities and obligations of Borrower to Fleet, all of which are secured by the benefit Security Documents, and that all references to "indebtedness" and/or "obligations" secured by such instruments shall be deemed amended to include all obligations of Borrower in respect of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Credit Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Personamended hereby. (b) Each of the Mortgages is effective Borrower hereby ratifies and reaffirms its grant and conveyance to create in favor of the Administrative Agent, Agent for the benefit of Fleet of a security interest in and lien upon all collateral covered by any of the LendersSecurity Documents. (c) Borrower and Fleet each hereby confirm that nothing contained herein or done pursuant hereto shall limit or be construed to limit the security interest or lien previously granted by Borrower to Agent for the benefit of Fleet under any of the Security Documents, or the priority thereof over other liens, encumbrances and security interests. Except as amended hereby, the Security Documents shall remain in full force and effect and Borrower hereby ratifies and confirms the Security Documents in all other respects, including, without limitation, the continuing grant of a legal, valid lien on and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed interest in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Personcollateral covered thereby.

Security Documents. (a) 6.22.1 The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 6.22.1 in appropriate form are filed in the offices specified on Schedule 4.19(a)6.22.2 and other actions described on Schedule 6.22.1 are taken, the Guarantee and Collateral Agreement shall constitute constitute, except as provided in Schedule 6.22.1, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.19). (b) 6.22.2 Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)6.22.2, 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)Obligations, in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings in appropriate form are having been filed in the offices specified on Schedule 4.19(a)required under applicable law, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties Subsidiaries in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.02). (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are each such Mortgage has been filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute applicable office and constitutes a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties Subsidiaries in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations Secured Indebtedness (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) of the Existing Credit Agreement (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (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 PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute constitute, or shall continue to constitute, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Agents and the Lenders a legal, valid and enforceable security interest in the Collateral described therein all right, title and proceeds thereof. In the case interest of the Pledged Stock described Loan Party thereto in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral "Collateral" described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when therein. (i) When proper Uniform Commercial Code financing statements in appropriate form are have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a)4.16, the Guarantee and Collateral security interest created by the Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and each Subsidiary of the Borrower in the "Collateral" described therein, which can be perfected by such Collateral and filing. (ii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Interests (as defined in the Guarantee and Pledge Agreement) are delivered to the Collateral Agreement), in each case prior and superior in right Agent (or a collateral trustee or agent for the Collateral Agent pursuant to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages intercreditor agreement referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b6.13), each such Mortgage together with stock powers endorsed in blank by a duly authorized officer of the pledgors thereof the security interest created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in the Mortgaged Properties "Collateral" described therein. (c) Neither the Borrower nor any Subsidiary owns any property, or has any interest in any property, that is not subject to a fully perfected first priority Lien on, or security interest in, such property in favor of the Collateral Agent (for the benefit of the Agents and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageLenders), except for such property or any such interest in each case prior property subject to the requirements of Section 6.10(a), and superior in right subject only to any other PersonLiens permitted under Section 7.2 which have been adequately bonded and for which adequate reserves have been provided.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person.Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 8.3), subject to the filing of periodic UCC continuation statements. Table of Contents (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 8.3). Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property of the Borrower or any of its Subsidiaries and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where material amounts of inventory or equipment are located.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Agents and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than the Securitized Receivables). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (other than Liens expressly permitted by Section 7.3). (b) Each of the Mortgages is effective to continue and/or create in favor of the Administrative Collateral Agent, for the benefit of the Agents and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b4.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson except for (i) Liens expressly permitted by Section 7.3 hereof and (ii) all matters set forth in Schedule B to the mortgagee's title insurance policy delivered to the Administrative Agent in accordance with Section 6.10(a) herein.

Security Documents. (a) The Guarantee and Collateral provisions of the Pledge Agreement is delivered to the Administrative Agent are effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein Pledged Securities and proceeds thereof. In the case of thereof and, when certificates representing or constituting the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Pledge Agreement shall constitute a fully perfected Lien first priority lien on, and security interest in, all right, title and interest of the Loan Parties pledgor party therein in such Collateral Pledged Securities 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. (b) Each On the Closing Date, the shares of Capital Stock listed on Schedule I to the Pledge Agreement will constitute all the issued and outstanding shares of Capital Stock of the direct and indirect Subsidiaries of the Borrower; all such shares have been duly and validly issued and are fully paid and nonassessable; and the relevant Pledgor of said shares is the record and beneficial owner of said shares. (c) The provisions of the Mortgages is will be effective to create in favor of grant to the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien mortgage liens on all of the Mortgaged Properties described therein right, title and proceeds thereof, interest of the Borrower and when the amendments to the Mortgages referred to in Section 5.1(a) are filed its Subsidiaries in the offices specified on Schedule 4.19(b), each such Mortgage shall mortgaged property described therein. Such Mortgages have been recorded in the appropriate recording office and constitute a fully perfected Lien first liens 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 Personsuch mortgaged property.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementSecurity Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3 to the Security Agreement (which financing statements have been duly completed and delivered to and authorized to be filed by the Administrative Agent) and such other filings as are specified in the Security Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Security 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 and the proceeds 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 PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3) and a fully perfected second priority Lien on any Collateral pledged in connection with Indebtedness incurred under Section 6.2(g). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.3.19

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.16(a) in appropriate form are having been filed in the offices specified on Schedule 4.19(a3.16(a), the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiaries in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.02). (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are each such Mortgage has been filed in the offices applicable office specified on Schedule 4.19(b), each such Mortgage shall constitute 3.16(b) and constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiaries in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations Secured Indebtedness (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson except for Liens permitted under Section 7.3 to the extent such Liens have priority under applicable law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson (except for those rights that are listed as exceptions in the title insurance policies delivered pursuant to Section 5.1(n)(ii)).

Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Pledge Agreement) and, when stock certificates representing such Pledged Stock are the Collateral is delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when all Uniform Commercial Code financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.02(h), the Guarantee Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Mortgages are effective to create in favor of the Collateral Agreement 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 4.02(h), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agentperson, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments other than with respect to the Mortgages referred rights of persons pursuant to in Liens expressly permitted by Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Person6.02.

Security Documents. (a) The Guarantee and Each Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Equity Interests (as described and defined in the Guarantee and U.S. Collateral Agreement), when stock certificates representing such Pledged Stock Equity Interests (as defined in the U.S. Collateral Agreement) are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and U.S. Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and U.S. Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent required pursuant to the applicable Collateral Documents, 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 PersonPerson (except, in the case of Collateral other than Pledged Equity Interests (as defined in the U.S. Collateral Agreement), Liens permitted by Section 6.02). (b) Each of the Mortgages Mortgages, when granted, is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b3.19(b), each such Mortgage shall constitute a fully perfected give appropriate notice to third parties of the existence of such 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 PersonPerson subject to Liens permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral defined and described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)of the Secretary of State of each jurisdiction of incorporation or organization of the individual Grantor, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties Subsidiaries in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.02). (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to Mortgage is filed at the Mortgages referred to in Section 5.1(a) are filed request of the Collateral Agent in the offices specified on Schedule 4.19(b)appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties Subsidiaries in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations Secured Indebtedness (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.

Security Documents. (a) When executed and delivered, the Master Pledge Agreement is, and, following the performance of the covenants set forth in Sections 6.12(b), 6.13 and 6.14, the Target Pledge Agreement, the Wavelength Pledge Agreement and each of the Target Acquisition Corp., CEL and XXXX XX Pledge Agreements, respectively, will be, effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Securities described in such Pledge Agreements and proceeds thereof and, when the Pledged Securities described in such Pledge Agreements are delivered to the Administrative Agent and the other perfection actions described in such Pledge Agreements have been taken, each such Pledge Agreement shall grant a fully perfected first priority Lien on, and security interest in, all right, title and interest of the relevant Loan Party in such Pledged Securities and the proceeds thereof as security for the Obligations. (b) The Guarantee and Collateral Master Security 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.16(b), the Guarantee and Collateral Master Security Agreement shall constitute grant a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments subject to the Mortgages referred to in Liens permitted by Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 Person7.03.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Existing Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) Mortgage Amendments are filed in the offices specified on Schedule 4.19(b), each such Mortgage of the Existing Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Existing 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.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Lenders, Pledgees) following the Delisting a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Pledge Agreement, when stock certificates (i) certificates, if any, representing such Pledged Stock the Collateral described therein are delivered to the Administrative Collateral Agent (or the respective claims for delivery have been assigned to the Collateral Agent) or (ii) such certificates, if any, are deposited in the Securities Account (as defined therein), the Collateral Agent (for the benefit of the Pledgees) following the Delisting shall have a fully perfected Lien on, and security interest in, all right, title and interest of Bidco in such Collateral and the proceeds thereof, as security for the Bridge Obligations. In the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementBidco Loan Pledge Agreement, when financing statements in appropriate form are filed in Bidco is notified of the offices specified on Schedule 4.19(a)pledge of the Bidco Loan by Parent pursuant to the Bidco Loan Pledge Agreement, the Guarantee and Collateral Agreement Agent (for the benefit of the Pledgees) following the Delisting shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Parent in such the Collateral referred to therein and the proceeds thereof, as security for the Obligations (as defined Bridge Obligations. The security interests referred to in the Guarantee and Collateral Agreement), in each case preceding two sentences are prior and superior in right to any other Person. (b) Each of ; provided that the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations "Bridge Obligations" (as defined in the relevant Mortgage), Senior Subordinated Bridge B Loan Agreement as in each case prior and superior in right to any other Personeffect on the date hereof) shall be secured on a pari passu basis with the Bridge Obligations following the Delisting.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for its benefit and 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative ABL Facility Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, subject to the Intercreditor Agreement and except for Liens permitted by Section 6.3, including the Liens securing the obligations under the ABL Facility Agreement. (b) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Agent, for its benefit and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are such Mortgage is filed in the offices specified on Schedule 4.19(b3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property 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 Liens permitted by Section 6.3, including the Liens securing the obligations under the ABL Facility Agreement.

Security Documents. (a) The Except to the extent that Collateral has been released (and not re-pledged) as provided in subsection 12.16, the Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in all the Collateral described therein and proceeds thereof. In the case Proceeds thereof and, upon completion of the Pledged Stock described in filings and other actions specified on Schedule 3 to the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien perfected, first priority Liens on, and security interest interests in, all right, title and interest of Holdings, the Loan Parties in such Collateral Borrower and the proceeds thereof, as security for the Obligations (as defined its Subsidiaries in the Guarantee Collateral described therein and Collateral Agreement), in each case prior and Proceeds thereof superior in right to any other PersonPerson other than Permitted Liens. (b) Each of Except to the extent that real property subject to a Mortgage has been released (and not re-pledged) as provided in subsection 12.16, the Mortgages is on the Mortgaged Property are each effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof, subject to obtaining necessary consents (which consents shall be obtained on or prior to the Closing Date) and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage they shall constitute a fully perfected perfected, first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties 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 PersonPerson other than Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, 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. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee and Collateral Canadian Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein in which a security interest can be created under the applicable PPSA and proceeds thereof. In thereof and (i) in the case of the Pledged Stock Collateral described in the Guarantee and Collateral Canadian Security Agreement, upon the earlier of (A) when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative Agent, Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and (ii) in the case of the all other Collateral described in the Guarantee and Collateral Agreement therein in which a security interest may can be perfected by filing a financing statementcreated under the applicable PPSA (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), the Guarantee and Collateral Canadian Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral in which a security interest can be created under and perfected by filing a financing statement or delivering possession pursuant to the applicable PPSA 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 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) The U.S. Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral Agreementdescribed therein in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(b) and (ii) in the case of all other Collateral described therein in which a security interest can be created under Article 8 or 9 of the UCC (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(b), the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (c) The Hungarian Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in and pledge of the Subordinated Primary Intercompany Note and the Hungarian Subsidiary’s rights and interests under the Subordinated Intercompany Note as security for the Obligations which ranks prior and superior to the right of any other person. (d) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is recorded in the Canadian Intellectual Property Office, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(d), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral in which a security interest may be perfected by filing in Canada and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Personperson (except with respect to Liens expressly permitted by Section 6.02) (it being understood that subsequent recordings in the Canadian Intellectual Property Office may be necessary with respect to registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (be) 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(e), such Intellectual Property Security Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral registered with such offices in which a security interest may be perfected by filing in the United States and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications, patents, patent applications and copyrights acquired by the grantors after the date hereof). (f) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, all of the Transaction Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b3.19(f), 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 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 Personperson (except with respect to Liens expressly permitted by Section 6.02).

Security Documents. (a) The 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 in the Collateral described therein in paragraphs (a) through (k), inclusive, (m) and (n) of Section 3 thereof and proceeds thereofof such Collateral. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, thereof and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person.Person except Liens permitted by Section 7.3. 49 44

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the certificated Pledged Stock described in Schedule 2 to the Guarantee and Collateral AgreementAgreement as of the Closing Date, when stock certificates representing such Pledged Stock are have been delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementas of the Closing Date, when financing statements and other filings specified on Schedule 4.19 in appropriate form are have been filed in the offices specified on Schedule 4.19(a)4.19, and the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. Person (b) Each except, in the case of Collateral other than certificated Pledged Stock, Liens permitted by Section 7.3). In the case of any certificated Pledged Stock covered by the grant of a security interest pursuant to Section 3 of the Mortgages is effective Guarantee and Collateral Agreement but not described on Schedule 2 thereto, when stock certificates representing such Pledged Stock have been delivered to create in favor of the Administrative Agent, for the benefit of the Lenders, Agent (together with a legal, valid properly completed and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(bsigned stock power or endorsement), each such Mortgage shall the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Pledged Stock 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.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 8.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1(b) lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States (including the Commonwealth of Puerto Rico) and held by the Borrowers or any of their Subsidiaries that has a value, in the reasonable opinion of the relevant Borrower, in excess of $500,000.

Security Documents. (a) The Except to the extent otherwise noted therein, each Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersLenders (or, where required by law, in favor of each Lender), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described and defined in the each Guarantee and Collateral Agreement, except to the extent otherwise noted therein, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described and defined in the each Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, except to the extent otherwise noted therein, 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 each Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementAgreements), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 7.1). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee Security Agreement, upon execution and Collateral Agreement is effective to 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 Collateral described therein (as defined in the Security Agreement) and the proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected under the New York Uniform Commercial Code as in effect at the relevant time by filing a financing statement, when of financing statements or obtaining control or possession, and the Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements and grants of security in appropriate form are filed in the offices specified on Schedule 4.19(a)Intellectual Property, the Guarantee execution of appropriate control agreements and Collateral Agreement shall constitute delivery of certificated securities and instruments to the Administrative Agent, in each case, to the extent required by the terms of the Security Agreement) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementCollateral), in each case prior and superior in right to any other Personperson, other than with respect to Liens permitted by Section 7.2. (b) Each of The Pledge Agreement, upon execution and delivery thereof by the Mortgages is effective to parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof, and and, when the amendments such Collateral is delivered to the Mortgages referred to Administrative Agent, together with stock powers duly executed in Section 5.1(a) are filed in blank, the offices specified on Schedule 4.19(b), each such Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case prior and superior in right to any other Person.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall shall, except as otherwise provided therein, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson other than Liens permitted under Section 7.3 (except Section 7.3(j)). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson other than Liens permitted under Section 7.3 (except Section 7.3(j)).

Security Documents. (a) The Subject to the limitations contained in Section 6.11(b), the 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), and, in each case, subject to the limitations contained in Section 6.11(b), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. (b) Each of the Mortgages is Mortgages, when executed and delivered by the Loan Party granting a security interest in the Mortgaged Property covered thereby, will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.

Security Documents. (a) The Guarantee Subject to, and upon the entry of, the Financing Orders, the Collateral Agreement is and the Financing Orders are effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Lenders, Secured Parties described therein) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In Subject to, and upon entry of, the case of Interim Financing Order (or the Pledged Stock described in the Guarantee and Collateral AgreementFinal Financing Order, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(aapplicable), the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations. The Obligations shall, pursuant to the Interim Financing Order (as defined in or the Guarantee and Collateral AgreementFinal Financing Order, when applicable), be secured by the Liens on the Collateral described in each case prior and superior Section 2.20, which Liens have the priorities described in right to any other PersonSection 2.20. (ba) Each of The Mortgages, if any, executed and delivered after the Mortgages is Closing Date pursuant to the Collateral and Guarantee Requirement and the Financing Orders shall be effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof. Upon entry of the Interim Financing Order (or the Final Financing Order, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(bapplicable), each such Mortgage the Collateral Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title title, and interest of the Loan Parties in the Mortgaged Properties that constitute Collateral 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.

Security Documents. (a) Each of the Pledge Agreements 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 Pledged Stock described therein and proceeds thereof and, when the stock certificates representing the Pledged Stock described therein are delivered to the Administrative Agent, each such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the relevant pledgor in such Pledged Stock and the proceeds thereof, as security for the Obligations (as defined in the relevant Pledge Agreement), in each case prior and superior in right to any other Person. (b) The Guarantee and Collateral Borrowers Security 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.19(b), the Guarantee and Collateral Borrowers Security Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Borrowers Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.3. (bc) Each of the Mortgages Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties 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 with respect to Liens expressly permitted by Section 7.3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement) and, when stock the deliveries of certificates representing such Pledged Stock pledged Equity Interests and Indebtedness that are delivered to the Administrative Agent, certificated have been made and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are have been filed in the offices specified on Schedule 4.19(a)II to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and (other than the proceeds thereofIntellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly permitted by Section 6.02. (b) Each of the The Mortgages is are effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on all the Loan Parties' right, title and interest in and to the Mortgaged Properties described therein thereunder and the proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)3.19, each such Mortgage the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Personperson, 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 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson other than the holders of the Liens permitted pursuant to Section 7.3. (ba) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected legal, valid and enforceable 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 PersonPerson other than the holders of the Liens permitted with respect to such Mortgaged Properties pursuant to Section 7.3.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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 PersonPerson (except Liens permitted by Section 7.3(b)).

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b)1.1B, 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 PersonPerson (except in respect of the holder of Liens permitted by Sections 7.3(a) through (e) and Section 7.3(p)). Schedule 4.19(b) lists, as of the Closing Date, each parcel of owned real property and leased real property located in the United States and held by the Borrower or any of its Subsidiaries that, in the case of the owned real property, has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the 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 Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.20(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except for Liens permitted by Section 7.3.

Security Documents. (a) The 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 in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statementAgreement, 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 Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.4). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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. Schedule 1.1C lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property (other than general corporate operating leases) located in the United States and held by the Borrower or any of its Subsidiaries.

Security Documents. (a) The Guarantee Borrower Stock Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and Collateral enforceable security interest in the Pledged Stock (as defined therein), and proceeds thereof and, when the stock certificates representing the Pledged Stock are delivered to the Administrative Agent, the Borrower Stock Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower in such Pledged Stock and the proceeds thereof, in each case (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally) prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by filing a financing statement, ; when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.19(b), except as set forth in the Guarantee and Collateral Security Agreement, the Security Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, to the extent provided therein, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally) prior and superior in right to any other Person, other than with respect to Liens expressly permitted by subsection 7.3. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the amendments to the Mortgages referred to in Section 5.1(a) are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in 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.