Common use of Security Documents Clause in Contracts

Security Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Credit Parties, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Credit Parties, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Third Restatement Date).

Security Documents. (a) The Security Pledge Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally ) and subject to general principles of equity, regardless of whether considered in proceeds thereof and constitutes a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties party thereto, as applicable, in all such Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation and the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlthereof, in each case prior and superior in right to any other Person. (b) When The Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form Agreement) and proceeds thereof) is filed in the United States Patent , and Trademark Office and the United States Copyright Office and when assuming that financing statements, releases and other filings statements in appropriate form are have been filed in the offices specified on Schedule II of 4.19(b), the Lien created under the Security Agreement, the Agent shall have Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property proceeds thereof (except insofar as the perfection of a Lien on, and security interest in, such Collateral is obtained as described in paragraph (d) below), in each case prior and superior in right to any other Person. (c) The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(c), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person. (d) The Trademark Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trademark Security Agreement) and the proceeds thereof, and assuming the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 4.19(d), the Liens created under the Trademark Security Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the Loan Parties in the Collateral and the proceeds thereof in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (e) The SNC Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the SNC Security Agreement) and proceeds thereof, and assuming that financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(e), the Lien created under the SNC Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of SNC in such Collateral, in each case prior and superior in right to any other Person.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property all such Collateral (as defined in the Security Agreement) in to which a security interest may be perfected by filingsuch a filing (other than Intellectual Property, recording or registering a security agreement, financing statement or analogous document as defined in the United States Patent Guarantee and Trademark Office or the United States Copyright Office, as applicableCollateral Agreement), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.2.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the Collateral is delivered to the Administrative Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall create a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors pledgors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, as updated by the Borrower from time to time in accordance with Section 5.03, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement), to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document When the Security Agreement is filed in the United States Patent and Trademark Office or and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in paragraph (b) above, the Security Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as applicabledefined in the Security Agreement), in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) The Mortgages, if any, are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of Alamosa Delaware's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.22, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Alamosa Delaware in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in other than the Security Agreement), Mortgaged Property) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When when the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Collateral described in such statements (other than Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableProperty), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on United States registered trademarks, issued patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.19(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Pledge Agreements are effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit PartiesLenders, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Agreement)Pledge Agreements) and, when such Collateral is delivered to the Administrative Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Pledge Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (i) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)) in which a security interest can be perfected by filing, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. (c) When the filings in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the U.S. Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person Person. (it being understood that subsequent recordings d) Any Amendment to Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the United States Patent Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and Trademark Office enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the United States Copyright Office may be necessary to perfect proceeds thereof, and when the Mortgages constitute a Lien on registered trademarkson, trademark applications and copyrights acquired by security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Properties and the Closing Date)proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.2. (e) No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

Security Documents. (a) The Pledge and Security Agreement creates Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Pledge and Security Agreement)) and the proceeds thereof, the enforceability of which is subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” certificates evidencing Pledged Interests (as defined in the UCCPledge and Security Agreement) are delivered to Collateral Agent (together with blank endorsements), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected created under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior Pledge and superior in right to any other Person. (b) When the Security Agreement (or shall constitute a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties in the Intellectual Property Collateral such Pledged Equity Interests (as defined in the Pledge and Security Agreement) in each case prior and superior in right to any adverse claim of any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 2 thereto, the Lien created under the Pledge and Security Agreement will constitute a perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral in which such a Lien can be perfected through such filings. (b) Upon the recordation of any Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 2 of the Pledge and Security Agreement, the Lien created under the Pledge and Security Agreement shall constitute a perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in the Pledged IP (as defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior its territories and superior in right to any other Person possessions (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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (as defined in the Security Agreement) in which a security interest may Lien can be perfected by filing, recording or registering a security agreement, financing statement or analogous document in under Article 9 of the United States Patent and Trademark Office or the United States Copyright Office, as applicableUniform Commercial Code, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other person (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The provisions of the Security Agreement creates Documents are effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Credit Parties, Secured Parties a legal, valid, continuing valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral (as defined in the Security Agreement)“Collateral” described therein, the enforceability of which is subject to applicable bankruptcyany Liens permitted by Section 8.3. (b) When any stock certificates representing Pledged Collateral are delivered to the Administrative Agent, insolvency, reorganization, moratorium and proper financing statements or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered applicable filings listed in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and Schedule 5.16 have been or will be filed in the offices specified in the jurisdictions listed in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC)5.16, the Agent will have Pledge Agreement shall constitute a perfected first Lien on, and security interest in, to and under all right, title and interest of each Loan Party party thereto in the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing“Pledged Collateral” described therein, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or any Liens permitted by obtaining control, in each case prior and superior in right to any other PersonSection 8.3. (bc) When the Security Agreement (proper financing statements or a short form thereof) is filed other applicable filings listed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are Schedule 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule II of 5.16, the security interest granted under the Security Agreement, the Agent Agreement shall have constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the applicable Borrower and those Loan Parties party thereto in the Intellectual Property Collateral (as defined portion of the “Collateral” described therein that consists of assets included in the Security Agreement) in Borrowing Base hereunder, which a security interest may can be perfected by such filing, recording or registering subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a perfected first Lien on, and security agreementinterest in, financing statement or analogous document all right, title and interest of the Loan Party thereto in the United States Patent and Trademark Office or portion of the United States Copyright Office“Collateral” described therein that consists of Pledged Accounts, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary Person, subject to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date)any Permitted Cash Management Liens.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the Pledged Stock described in the Security Guarantee and Collateral Agreement), stock certificates representing such Pledged Stock having been delivered to the enforceability Administrative Agent, together with proper endorsements executed in blank and, in the case of which is subject to applicable bankruptcythe UCC Filing Collateral described in the Guarantee and Collateral Agreement, 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. The financing statements, releases and other filings are statements specified on Schedule 4.19(a) in appropriate form and have having been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of 4.19(a), the Security Guarantee and Collateral Agreement, the Agent shall have except as otherwise provided therein, constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property Collateral proceeds thereof, as security for the Obligations (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (it being understood that subsequent recordings except Section 7.3(j)). (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1 lists each parcel of real property in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired owned in fee simple by the Loan Parties after Borrower or any of its Subsidiaries as of the Closing Date)Effective Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when such Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage (or, in the case of the Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and identified with an asterisk, subject to Permitted Encumbrances), in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when such Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage (or, in the case of the Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and identified with an asterisk, subject to Permitted Encumbrances), in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Credit PartiesParties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC), ) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other PersonPerson (except for Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms hereof). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person except for Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the Pledged Stock described in the Security AgreementGuarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the enforceability Administrative Agent, and in the case of which is subject to applicable bankruptcythe other Collateral constituting personal property described in the Guarantee and Collateral Agreement, 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. The when financing statements, releases statements and other filings are in appropriate form and have been or will be filed in the offices specified in on Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made4.19(a) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings Disclosure Letter in appropriate form are filed in the offices specified on Schedule II 4.19(a) to the Disclosure Letter, the Administrative Agent, for the benefit of the Security AgreementSecured Parties, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeproceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person (it being understood that subsequent recordings except, in the United States Patent case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the Closing Date, none of the Capital Stock of any Group Member that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and Trademark Office and the United States Copyright Office may be necessary to perfect a enforceable Lien on registered trademarksthe Mortgaged Properties described therein and proceeds thereof, trademark applications and copyrights acquired by when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties after in the Closing DateMortgaged 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 expressly permitted by Section 7.3).

Security Documents. (a) The Security Agreement creates Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Security Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under the Security Agreement shall constitute a fully perfected first-priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 3.19(a), the Lien created under the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (other than Intellectual Property, as defined in the Security Agreement), in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Security Agreement (or a short form security agreement in form and substance satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent of America and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Collateral Agreement creates will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Credit PartiesAdministrative Agent and the Lenders, a legal, valid, continuing valid and enforceable security interest in the Collateral (except as defined in the Security Agreement), the enforceability of which is subject to may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed generally) security interest in the offices specified in Schedule II Collateral described therein and proceeds thereof. In the case of the Security Pledged Stock described in the Collateral Agreement. Upon , when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such filings and/or the obtaining of “control” Pledged Stock (as defined in the UCCCollateral Agreement), in the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all other Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds described in the UCC) Collateral Agreement (other than any Intellectual Property constituting Collateral), when financing statements and other filings in appropriate form are or by obtaining controlhave been filed in the appropriate offices pursuant to Section 6.12, and, in each the case prior of Intellectual Property constituting Collateral, when financing statements and superior other filings in right to any other Person. (b) When the Security Agreement (appropriate form are or a short form thereof) is have been filed in the appropriate offices and appropriate filings have been filed with the United States Patent and Trademark Office and the or United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreementas applicable, the Agent Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property Collateral proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Security Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to Liens of any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarksexcept, trademark applications and copyrights acquired Liens permitted by the Loan Parties after the Closing DateSection 7.3).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit PartiesLenders, a legal, validvalid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) and, continuing when certificates and other instruments evidencing any portion of such Pledged Collateral are delivered to the Collateral Agent, the Pledge Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Pledged Collateral, in each case prior and superior in right to any other Person, subject to Permitted Liens. (b) (i) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is madeii) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 2 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than Permitted Liens. (c) When the filings in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement are filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarksPerson, trademark applications and copyrights acquired by the Loan Parties after the Closing Date)other than Permitted Liens.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement), in each case (assuming release of security interests under the Existing Credit Agreement) prior and superior in which a security interest may be perfected right to any other person, other than with respect to Liens expressly permitted by filing, recording or registering a security agreement, financing statement or analogous document Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office or and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as applicabledefined in the Security Agreement), in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.18(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages, if any, are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed in the proper real estate filing offices, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property all such Collateral (as defined in the Security Agreement) in to which a security interest may be perfected by filingsuch a filing (other than Intellectual Property, recording or registering a security agreement, financing statement or analogous document as defined in the United States Patent Guarantee and Trademark Office or the United States Copyright Office, as applicableCollateral Agreement), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarksTrademarks, trademark applications, Patents, patent applications and copyrights Copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.2.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the AgentCollateral Trustee, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Trustee, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (as defined in the Security Agreement) in with respect to which a security interest interests may be perfected by filing, recording or registering a security agreement, filing UCC financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablestatements, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages are effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded or filed, as applicable, in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the benefit of the Credit PartiesLenders, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined therein and proceeds thereof. In the case of (i) the Pledged Collateral described in the Security Guarantee and Collateral Agreement), when stock certificates representing such Pledged Collateral are delivered to the enforceability of which is subject to applicable bankruptcyAdministrative Agent, insolvency(ii) the UCC Collateral, 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. The when financing statements, releases and other filings are statements specified on Schedule 3.19(a) in appropriate form and have been or will be are filed in the offices specified on Schedule 3.19(a), (iii) in Schedule II the case of the Security Agreement. Upon such filings and/or the obtaining of “control” Collateral Deposit Accounts and Lock Boxes (as such terms are defined in the UCCGuarantee and Collateral Agreement), upon the depository in which such accounts or lock boxes are maintained agreeing that it will comply with the instructions originated by the Administrative Agent will have a perfected Lien ondirecting disposition of the funds or items in such accounts or lock boxes without further consent from the owner of such accounts or lock boxes, and security interest in, to and under all right, title and interest of (iv) the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds Registered Intellectual Property described in the UCCGuarantee and Collateral Agreement, when (A) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed security interests granted in the Guarantee and Collateral Agreement in Patents, Trademarks and Copyrights are recorded in the applicable Intellectual Property registries, including United States Patent and Trademark Office and the United States Copyright Office and (B) when financing statements, releases and other filings in appropriate form statements are filed in the offices specified on Schedule II such Borrower or Guarantor’s jurisdiction of the Security Agreementorganization, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Borrower and the Guarantors in the such Pledged Collateral, UCC Collateral, Collateral Deposit Accounts, Lock Boxes, Registered Intellectual Property Collateral and the proceeds thereof, as security for the Obligations (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person (it being understood that subsequent recordings except, in the case of Collateral other than Pledged Collateral, Liens permitted by Section 6.2) subject to the Intercreditor Agreement. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and the Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject to the Intercreditor Agreement. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired held by the Loan Parties after Borrower or any Subsidiary Guarantor that has a value, in the Closing Date)reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have a Liens created under Guarantee and Collateral Agreement shall constitute fully perfected Lien first priority Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.16(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Registered Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Permitted Liens. (b) Upon the recordation of the IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the Uniform Commercial Code financing statements in appropriate form filed in the offices specified on Schedule 3.16(a), any Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Registered Intellectual Property (as defined in the Guarantee and Collateral Agreement) to the extent in which a security interest may be perfected by making such filings, in each case prior and superior in right to any other person, other than with respect to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien and security interest on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.16(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Permitted Liens. (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Permitted Liens.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on all right, title and interest of the pledgor thereunder in such Collateral to the extent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) in which a Lien may be perfected by filing a financing statement and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The when financing statements, releases and other filings are statements in appropriate form and have been or will be are filed in the offices specified in on Schedule II of 6 to the Perfection Certificate, the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have Agreement shall constitute a fully perfected Lien on, and security interest in, to and under on all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to (other than the limitations relating to such proceeds Intellectual Property (as defined in the UCC) or by obtaining controlSecurity Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest Lien may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02. SECTION 3.17.

Security Documents. (a) The Security Subject to the provisions of Section 9.17, each Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security such Pledge Agreement), and when such Collateral is delivered to the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Collateral Agent such Pledge Agreement will constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, on and security interest in, to and under in all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Personperson. (b) When Subject to the provisions of Section 9.17, each Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement), and when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, such Security Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) Subject to the provisions of Section 9.17, when a Security Agreement (or a short form thereofan appropriate memorandum of security agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the such Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the such Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person. (it being understood that subsequent recordings d) Subject to the provisions of Section 9.17, the Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the United States Patent offices specified on Schedule 3.19(d), the Mortgages will constitute fully perfected Liens on, and Trademark Office security interests in, all right, title and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by interest of the Loan Parties after in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02. (e) On the Closing Date), after giving effect to the Closing Date Transactions, and at all times thereafter, the Collateral and Guarantee Requirement will have been satisfied.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) to be perfected by possession is delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, on and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in in, and required filing fees paid to, the offices specified on Schedule II of the Security Agreement3.31, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (as defined in the Security Agreement) in which a security interest may that can be perfected by filing, recording or registering filing a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable(other than Intellectual Property), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.31, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications applications, patents and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02. (d) The Foreign Pledge Agreements, upon execution and, where relevant as a legal concept, delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Foreign Pledged Collateral described therein and the proceeds thereof and when the Foreign Pledged Collateral is delivered to the Collateral Agent and the Foreign Pledge Agreements are filed in the offices specified on Schedule 3.19(d), or other appropriate instruments are filed or other actions are taken, all as described on Schedule 3.19(d), the Foreign Pledge Agreements shall provide for a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Foreign Pledged Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Each of the Pledge and Security Agreement creates and the Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in therein) and the Security Agreement)proceeds thereof and (i) when the Pledged Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Lien created under such Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Document shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Grantors in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral (other than Intellectual Property, as defined in the Pledge and Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Pledge and Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower in the Intellectual Property Collateral (as defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower after the Closing Datedate hereof).

Security Documents. (a) The Subject to the entry of the Confirmation Order, the Security Agreement creates is effective to create in favor of the Agent, Collateral Agent for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest interests in, the Security Agreement Collateral and, (i) when financing statements (including fixture filings and transmitting utility filings, as applicable) and other filings in appropriate form are filed in the Collateral appropriate offices (as defined updated in accordance with the terms hereof) and (ii) upon the taking of possession or control by the Collateral Agent of the Security AgreementAgreement Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of Liens created by the Security Agreement. Upon Agreement shall, to the extent such filings and/or Liens can be perfected by the obtaining taking of “control” (as defined in the UCC)such actions, the Agent will have a constitute fully perfected Lien on, and security interest interests in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlSecurity Agreement Collateral, in each case prior and superior in right subject to any no Liens other Personthan Permitted Liens. (b) When Subject to the entry of the Confirmation Order, when (i) the Security Agreement (or a short form thereof) thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and when (ii) financing statementsstatements (including fixture filings and transmitting utility filings, releases as applicable) and other filings in appropriate form are filed in the appropriate offices specified on Schedule II of (as updated in accordance with the Security Agreementterms hereof), the Agent Liens created by such Security Agreement shall have a constitute in the United States fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the such Security Agreement) ), in which each case, if and to the extent a security interest may in such Intellectual Property Collateral can be perfected solely by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date)such filings.

Security Documents. (a) The Security 3. Each Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security such Pledge Agreement), the enforceability of which is subject to applicable bankruptcyand, 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. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II case of the Security Domestic Pledge Agreement. Upon , when such filings and/or Collateral is delivered to the obtaining of “control” (as defined in the UCC), the Collateral Agent such Pledge Agreement will have constitute a fully perfected first priority Lien on, on and security interest in, to and under in all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Personperson. [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]] (a) Each Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement), and when the actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral and, as to assets in the United States, subject to § 9‑315 of the Uniform Commercial Code (and, as to assets outside the United States, subject to the comparable provision of the law that governs each such Security Agreement), the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) When the a Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and when financing statementsthe other actions contemplated by such Security Agreement are taken, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the such Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the such Security Agreement) in which a security interest may be perfected by filinglisted therein and, recording or registering a security agreementsubject to § 9‑315 of the Uniform Commercial Code, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableproceeds thereof, in each case prior and superior in right to any other Person person. (it being understood that subsequent recordings c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties and, to the extent provided by applicable law, the proceeds thereof, and when the Mortgages are filed in the United States Patent offices specified on Schedule 3.19(d) (or, in the case of Mortgaged Properties not owned by GrafTech or a Subsidiary on the Restatement Effective Date, the appropriate filing offices in the jurisdictions in which such Mortgaged Properties are located), the Mortgages will constitute fully perfected Liens on, and Trademark Office security interests in, all right, title and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by interest of the Loan Parties after in the Closing Mortgaged 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 expressly permitted by Section 6.02. (d) On the Restatement Effective Date), the Collateral and Guarantee Requirement was satisfied, and at all times thereafter, the Collateral and Guarantee Requirement will be satisfied.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in therein) and proceeds thereof and (i) when the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined therein) is delivered to the NotesCollateral Agent, together with instruments of transfer duly endorsed in the UCC), the Agent will have a perfected Lien onblank, and security interest in, after giving effect to and under all right, title and interest Section 5.4 of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Intercreditor Agreement, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable U.S. Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablesuch Pledged Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to Notes Priority Collateral, and (ii) when UCC financing statements in appropriate form have been duly filed in the offices specified on Schedule 8.17, or such other offices as are specified by the Borrower to the Collateral Agent in writing, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral, -146- and the proceeds thereof, to the extent perfection can be obtained by filing UCC financing statements, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the Notes Priority Collateral. (b) When the IP Security Agreements (to the extent required hereunder) are duly filed with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and when financing statements in appropriate form have been duly filed in the offices specified on Schedule 8.17, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in the registered intellectual property described therein and owned by the applicable U.S. Loan Parties and in which a security interest may be perfected by filing a security agreement in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreementcontemplated by Section 10.02(a)(iii) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, designs, patents, patent applications and copyrights acquired by a Loan Party after the Effective Date). (c) When executed and delivered, each Canadian Security Document will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties referred to therein a legal, valid and enforceable security interest (or, in the case of Quebec, hypothec) in all right, title and interest of the Canadian Loan Parties in the Collateral described in each such Canadian Security Document and when financing statements (or, in the case of Quebec, registration statements) in appropriate form are filed in the offices specified in Schedule 8.17, or such other offices as are specified by the Borrower to the Collateral Agent in writing, each such Canadian Security Document will constitute a fully perfected (or, in the case of Quebec, opposable) security interest (or, in the case of Quebec, hypothec) in all right, title and interest in all of the Collateral described in such Security Document to the extent perfection (or, in the case of Quebec, opposability) can be obtained by filing PPSA financing statements (or, in the case of Quebec, registration statements), prior and superior to the rights of any other Person, other than with respect to Permitted Liens. (d) The Mortgages (to the extent required hereunder), upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable Lien on all of the U.S. Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are duly filed or registered in the appropriate recording offices where such Mortgaged Properties are located or as otherwise reasonably requested by the Administrative Agent, the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens or other encumbrances permitted by the relevant Mortgage. (e) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the -147- making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a valid and enforceable security interest in all rights, title and interest of the Loan Parties after in the Closing Date)Collateral subject thereto, prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the Notes Priority Collateral.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject financing statements previously filed or to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined future, constitutes, or in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by any future filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Original Closing Date). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent will have for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case case, pari passu with the Revolving Liens and prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Security Agreement, Collateral Agent for the Agent shall have ratable benefit of the Secured Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case pari passu with the Revolving Liens and prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case pari passu with the Revolving Liens and prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case pari passu with the Revolving Liens and prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) a. The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the Pledged Stock described in the Security AgreementGuarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the enforceability Administrative Agent, and in the case of which is subject to applicable bankruptcythe other Collateral constituting personal property described in the Guarantee and Collateral Agreement that can be perfected by the filing of a financing statement, 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. The when financing statements, releases statements and other filings are in appropriate form and have been or will be filed in the offices specified in on Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made4.19(a) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II 4.19(a), the Administrative Agent, for the benefit of the Security AgreementSecured Parties, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeproceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person (it being understood that subsequent recordings except, in the United States Patent case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the Closing Date, none of the Borrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. b. Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and Trademark Office and the United States Copyright Office may be necessary to perfect a enforceable Lien on registered trademarksthe Mortgaged Properties described therein and proceeds thereof, trademark applications and copyrights acquired by when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties after in the Closing DateMortgaged 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 noted in the relevant title reports).

Security Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Credit PartiesSecured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC), ) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings in appropriate form are filed in the offices specified on in Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement)) and, when (i) in respect of Collateral in which a security interest can be perfected by control, such Collateral is delivered to the Collateral Agent and for so long as the Collateral Agent remains in possession of such Collateral, the enforceability security interest created by the Guarantee and Collateral Agreement shall constitute a perfected security interest, subject in priority to the Liens securing the First Lien Indebtedness pursuant to the Intercreditor Agreements, in all right, title and interest of which is the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally the Intercreditor Agreements and subject to general principles (ii) in respect of equity, regardless Collateral in which a security interest can be perfected by the filing of whether considered in a proceeding in equity or at law. The UCC financing statements, releases and other filings are financing statements in appropriate form and have been or will be are filed in the offices specified in on Schedule II of 1.04 to the Security Agreement. Upon such filings and/or Perfection Certificate most recently delivered to the obtaining of “control” (as defined in the UCC)Lender Representative, the Agent will have security interest created by the Guarantee and Collateral Agreement shall constitute a perfected Lien on, and security interest in, to and under in all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to (other than the limitations relating to such proceeds Intellectual Property (as defined in the UCC) or by obtaining controlGuarantee and Collateral Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (b) [Reserved] (c) When the Security Guarantee and Collateral Agreement (or a short form summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when the financing statements, releases and other filings statements referred to in appropriate form Section 3.17(a) above are filed in the offices specified on Schedule II of the Security Agreementappropriately filed, the Agent shall have a fully perfected Lien on, and security interest in, created by the Guarantee and Collateral Agreement shall constitute a perfected security interest in all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date), other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements.

Security Documents. (a) The Pledge and Security Agreement creates Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Personal Property Collateral and the proceeds described herein and (as defined i) when the Pledged Collateral is delivered to the Collateral Agent in accordance with the terms of the Pledge and Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Lien created under Pledge and subject to general principles of equity, regardless of whether considered in Security Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder U.S. Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. Person and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified in the Perfection Certificate delivered on Schedule II of the Security AgreementClosing Date, the Agent shall have Lien created under the Pledge and Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable U.S. Loan Parties in the Personal Property Collateral described in such statements (other than Intellectual Property and any Personal Property Collateral (as defined in the Security Agreement) in which a security interest may not be perfected by filing, recording or registering filing of a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, statement) in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.02. (b) Upon the recordation of the Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Company and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate delivered on the Closing Date, the Lien created under the Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in the Intellectual Property of such Loan Parties described therein as “Collateral” to the extent that a security interest therein may be perfected by filing in the United States and its territories and possessions and such Lien is, in each case, prior and superior in right to the Lien of any other Person other than Liens permitted by Section 7.02 (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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the U.S. Loan Parties after the Closing Date). (c) Subject to Section 6.12(c) hereof, each Mortgage is effective to create in favor of the Collateral Agent, a legal, valid and enforceable First Priority Lien on all of the applicable U.S. Loan Party’s right, title and interest in and to the Closing Date Mortgaged Property thereunder and the proceeds thereof, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, and when such Mortgage is filed in the offices specified in the Perfection Certificate delivered on the Closing Date, such Mortgage shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of such U.S. Loan Party in such Closing Date Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.02.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and, continuing when the Pledged Collateral is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Security AgreementPerfection Certificate, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest lien, pursuant to applicable law, may only be perfected by filinga filing with the United States Patent and Trademark Office or the United States Copyright Office), recording or registering as to which perfection is effected through the filing of such financing statements, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Guarantee and Collateral Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security agreementinterest in, financing statement or analogous document all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Effective Date). (d) Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19

Security Documents. (a) The Security Each Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security such Pledge Agreement), the enforceability of which is subject to applicable bankruptcyand, 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. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II case of the Security Domestic Pledge Agreement. Upon , when such filings and/or Collateral is delivered to the obtaining of “control” (as defined in the UCC), the Collateral Agent such Pledge Agreement will have constitute a fully perfected first priority Lien on, on and security interest in, to and under in all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Personperson. (b) When the Each Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or as defined in such Security Agreement), and when the actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a short form fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral and, as to assets in the United States, subject to § 9-315 of the Uniform Commercial Code (and, as to assets outside the United States, subject to the comparable provision of the law that governs each such Security Agreement), the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When a Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and when financing statementsthe other actions contemplated by such Security Agreement are taken, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the such Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the such Security Agreement) in which a security interest may be perfected by filingand, recording or registering a security agreementsubject to § 9-315 of the Uniform Commercial Code, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableproceeds thereof, in each case prior and superior in right to any other Person person. (it being understood that subsequent recordings d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties and, to the extent provided by applicable law, the proceeds thereof, and when the Mortgages are filed in the United States Patent offices specified on Schedule 3.19(d) (or, in the case of Mortgaged Properties not owned by GrafTech or a Subsidiary on the Effective Date, the appropriate filing offices in the jurisdictions in which such Mortgaged Properties are located), the Mortgages will constitute fully perfected Liens on, and Trademark Office security interests in, all right, title and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by interest of the Loan Parties in the Mortgaged 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 expressly permitted by Section 6.02. (e) On the Effective Date, after giving effect to the Closing Transactions to occur on the Effective Date), and at all times thereafter, the Collateral and Guarantee Requirement will be satisfied.

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Agreement creates Document executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing binding, and enforceable security interest in the Collateral described therein, except as enforceability may be limited by the Bankruptcy Code and by general equitable principles (as defined in the Security Agreement), the enforceability of which whether enforcement is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding sought by proceedings in equity or at law). The Subject to the terms of Section 7.10(c) and the terms of any Intercreditor Agreement in place at the time, in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent of such Collateral, and (iii) the other personal property Collateral described in the Security Documents, when financing statements, releases and other filings are statements in appropriate form and have been or will be are filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC)appropriate filing offices, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording appropriate assignments or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is notices are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and such other filings in appropriate form as are filed in specified by the offices specified Guarantee and Collateral Agreement have been completed, the Lien on Schedule II of the Collateral created by the Guarantee and Collateral Agreement shall (to the extent so required by Section 7.10(c) and the Security Agreement, the Agent shall have Documents) constitute a fully perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties on, and security interest in, all right, title title, and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officesuch Collateral, as applicablesecurity for the Obligations, in each case prior and superior in right to the Liens of any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Dateexcept Permitted Liens).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person; provided that the actions specified in Schedule 3.16 (a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.03. (c) When the Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date), other than with respect to Liens permitted by Section 6.03. (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.03.

Security Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Credit PartiesSecured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Prior to the Release Date, the First Amended and Restated Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the First Amended and Restated Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Prior to the Release Date, the First Amended and Restated Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Security AgreementPerfection Certificate, the Agent First Amended and Restated Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral to the extent such filing can perfect a security interest (other than the Intellectual Property Collateral (Property, as defined in the First Amended and Restated Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the First Amended and Restated Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, prior to the Release Date, the First Amended and Restated Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the First Amended and Restated Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) Prior to the Release Date, the Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject financing statements previously filed or to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined future, constitutes, or in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by any future filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlwill constitute, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file in the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Effective Date). With respect to the Intellectual Property owned by any of the Cedarapids Companies, when an addendum to the Security Agreement specifying such Intellectual Property is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall also constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property owned by the Cedarapids Companies, in each case prior and superior in right to any other person. (d) The Mortgages are effective, or, in the case of the Cedarapids Mortgages, will be effective, to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and constitute, or, in the case of the Cedarapids Mortgages upon filing in the locations specified in Schedule 3.19

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are statements previously filed in the offices specified on Schedule II of the Security Agreement3.19(b), the Agent shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. (a) The Security Agreement creates in favor favour of the Agent, for the benefit of the Credit PartiesSecured Parties referred to therein, a legal, valid, continuing and enforceable security interest Lien in respect of the Obligations. The DIP Charge shall be a super priority debtor in possession lien in the Collateral (as defined in to secure the DIP Obligations. Each of the DIP Charge and the Security Agreement), the enforceability of which is Agreement are subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings (including the entry of the Initial Order) are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreementall applicable public and Court offices. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent control will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCCPPSA) or by obtaining control, under the PPSA (in effect on the date this representation is made) in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II Canadian Intellectual Property Office and the personal property security statutes in the applicable jurisdictions, including the entry of the Security AgreementInitial Order, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the Canadian Intellectual Property Office, the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject financing statements previously filed or to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined future, constitutes, or in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by any future filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlwill constitute, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file in the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Effective Date). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Pledge Agreement creates is ------------------- effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when such Collateral is delivered to the Administrative Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors pledgors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (d) The Mortgages, when executed and delivered, will be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The (i) assuming that financing statements, releases and other filings are statements in appropriate form and have been or will be filed in the offices specified in Schedule II Section 3.19(b) of the Security Existing Credit Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is madeii) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 3.19(b), the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) Assuming that the Security Agreement has been filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II portion of the Security Agreement. Upon such filings and/or the obtaining of “control” Collateral constituting certificated securities (as defined in the UCC)Uniform Commercial Code) is delivered to the Collateral Agent, the Agent will have Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by the Security Agreement. (c) When the Security Agreement, a supplement thereto or other appropriate notice is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by the Security Agreement (it being understood (a) that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date and (b) for the purposes of this representation only and for the avoidance of doubt, that "Intellectual Property" shall exclude (i) any registered copyrights that were acquired, directly or indirectly, by a Loan Party in connection with the Weider Acquisition and either (A) that were not disclosed to any Loan Party by the seller in connection with the Weider Acquisition or (B) with respect to which no Loan Party has knowledge, as of the Restatement Effective Date, of registration information and (ii) any registered copyrights that were acquired, directly or indirectly, by a Loan Party in connection with the 1999 Restatement Acquisition (A) with a registration issue date prior to January 1, 1980, or (B) with respect to which no Loan Party has knowledge, as of the Restatement Effective Date, of registration information). (d) Each Mortgage is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property or Restatement Mortgaged Property, as the case may be, thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.17(d), such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property or Restatement Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by such Mortgage.

Security Documents. (a) The Security Agreement creates Pledge Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined covered by the Pledge Agreements and, when the certificates and other instruments referred to in Section 4.01(f) have been delivered to the Security Agreement)Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a Pledge Agreements shall constitute fully perfected Lien first priority Liens on, and security interest interests in, to and under all right, title and interest of the grantors pledgors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to securing the limitations relating to such proceeds in the UCC) or by obtaining controlObligations, in each case prior and superior in right to any other Personperson. (b) When The Security Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable security interests in the Collateral covered by the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and Agreements and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 5 to the Perfection Certificate, the Security Agreement, the Agent Agreements shall have constitute a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties Grantors thereunder in such Collateral securing the Obligations (except as and to the extent permitted by the proviso in the Intellectual Property definition of "Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableRequirement"), in each case prior and superior in right to any other Person (it being understood that subsequent recordings person, other than with respect to Liens expressly permitted by Section 6.02 and the Security Agreements and, in the United States Patent and Trademark Office case of the UK Security Agreement and the United States Copyright Office may be necessary Irish Security Agreement, other than those Persons mandatorily preferred by law applying to perfect a Lien on registered companies generally in England and Scotland and Ireland, respectively. (c) The trademarks, trademark applications tradenames and copyrights acquired other intellectual property in which security interests have been granted under the Security Agreements constitute all the trademarks, tradenames and other intellectual property used in the business of MTS and the Subsidiaries, and all such trademarks, tradenames and other intellectual property are owned by the Loan Parties after Persons indicated in the Closing DatePerfection Certificate. (d) The Mortgages will, when executed and delivered, be effective to create in favor of the Collateral Agent, legal, valid and enforceable Liens on all right, title and interest of the grantors thereunder in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the appropriate offices in the jurisdictions in which the mortgaged Properties are located, the Mortgages will constitute perfected first priority Liens on and security interests in all right, title and interest of such grantors in and to the Mortgaged Properties and the proceeds thereof, subject only to Liens existing on the date hereof and expressly permitted by Section 6.02 (subject, in the case of the Designated Mortgaged Properties, to the qualifications set forth in the parenthetical in clause (c) of the definition of "Collateral Requirement").

Security Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Collateral Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium . When (i) financing statements or other laws affecting creditors’ rights generally and subject to general principles filings specified on Schedule 5 of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are the Perfection Certificate in appropriate form and have been or will be are filed in the offices specified in on Schedule II 6 of the Security Agreement. Upon Perfection Certificate with respect to such filings and/or Collateral and (ii) if applicable, certificates representing such Collateral are delivered to the obtaining of “control” (as defined in Collateral Agent, security interests established by the UCC), the Agent will have Collateral Agreement shall constitute a perfected Lien on, and security interest in, to and under in all right, title and interest of the grantors thereunder in all such Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation and the proceeds of such Collateral subject thereof to the limitations relating to such proceeds extent required in the UCC) Collateral Agreement and to the extent that such filing or possession by obtaining controlthe Collateral Agent may perfect such interest, in each case prior and superior in right to any other PersonPerson other than Persons holding Liens permitted by Section 6.02. (b) When the Security Collateral Agreement (or a short form thereof) summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings and, with respect to Collateral in appropriate form are filed in which a security interest cannot be perfected by such filings, upon the offices specified on Schedule II proper filing of the Security Agreementfinancing statements referred to in paragraph (a) above, the Agent Collateral Agreement and such financing statements shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the applicable Loan Parties grantors in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest Collateral Agreement and to the extent that such filing or possession by the Collateral Agent may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableperfect such interest), in each case prior and superior in right to any other Person other than Persons holding Liens 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 lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the Closing Amendment Effective Date). (c) The Real Property Mortgages, if any, entered into after the Amendment Effective Date pursuant to Section 5.14 or 5.15 shall be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Real Properties covered thereby and proceeds thereof, and when the Real Property Mortgages are filed in the proper real estate filing offices, each Real Property Mortgage shall constitute a perfected Lien on, and security interest in, all right, title and interest of Loan Parties in the Mortgaged Real Property covered thereby and the proceeds thereof to the extent required in the applicable Real Property Mortgage, 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. (d) Each Vessel Mortgage, as amended by each Vessel Mortgage Amendment, in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the whole of the Mortgaged Vessels covered thereby and the proceeds thereof, and when the Vessel Mortgages and Vessel Mortgage Amendments are filed for recording with the National Vessel Documentation Center of the United States Coast Guard, each Vessel Mortgage shall constitute a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as amended, having the effect and with the priority provided in such Act in each case prior and superior in right to any other Person other than with respect to the rights and Persons pursuant to Liens permitted by Section 6.02. (e) Each Assignment of Insurance is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the insurances covered thereby and, when notices of assignment in appropriate form are given, in respect of such insurances, to all brokers, insurance companies and underwriters with or through whom any policies or entries relating to such insurances or any part thereof are effected, each Assignment of Insurance shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such insurance and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02. (f) Each Assignment of Earnings is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the earnings covered thereby and, when notices of assignment in appropriate form are given, in respect of such earnings, to all debtor parties and financing statements in appropriate form are filed, each Assignment of Earnings shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such earnings, 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 Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 and Liens having priority by operation of law. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form agreement thereof) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate mortgage filing offices specified by the Borrower, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 and Liens having priority by operation of law.

Security Documents. (a) The Security Pledge Agreement creates is ------------------- effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when such Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCCSecurity Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent will have together with the proper endorsements, the Lien created under Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 4.18 and all applicable filing fees have been paid, the Lien created under the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (other than Intellectual Property, as defined in the Security Agreement) in which a to the extent such security interest may be perfected by filing, recording or registering the filing of a security agreement, UCC financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablestatement, in each case prior and superior in right to any other Person Person, other than with respect to Permitted Prior Liens. (it being understood that subsequent recordings b) Upon the recordation of the Security Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 4.18, the Lien created under the Security Agreement shall constitute a fully perfected Lien on registered trademarkson, trademark applications and copyrights acquired by security interest in, all right, title and interest of the Loan Parties after in the Closing DateIntellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens. (c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the Security Agreement) creates in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral held therein and constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and except as otherwise expressly provided in such Control Agreement and in Sections 9-327 and 9-340 of Article 9 of the UCC.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent (or in the case of Foreign Subsidiaries in Germany, the Netherlands and the United Kingdom, when pledge agreements complying with applicable foreign laws are executed and delivered), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices in the jurisdictions in which the Mortgaged Properties are located the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Property and the Closing Date)proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02. (e) The UK Charge Documents are effective to create in favor of Activision a legal, valid and enforceable security interest in and charge over the personal property assets of UK Sub described therein and, when Form 395 is filed in the Companies House in the United Kingdom, such UK Charge Documents shall constitute a fully perfected Lien on, and security interest on all right, title and interest of UK Sub in such personal property assets prior and superior in right to any other person.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02; provided that, until the 30th day after the Closing Date (as such period may be extended by the Administrative Agent in its discretion), Mortgages shall not be required to be effective with respect to Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date).

Security Documents. (a) The Subject to the entry of the Confirmation Order, the Security Agreement creates is effective to create in favor of the Agent, Collateral Agent for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest interests in, the Security Agreement Collateral and, (i) when financing statements (including fixture filings and transmitting utility filings, as applicable) and other filings in appropriate form are filed in the Collateral appropriate offices (as defined updated in accordance with the terms hereof) and (ii) upon the taking of possession or control by the Collateral Agent of the Security AgreementAgreement Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of Liens created by the Security Agreement. Upon Agreement shall, to the extent such filings and/or Liens can be perfected by the obtaining taking of “control” (as defined in the UCC)such actions, the Agent will have a constitute fully perfected Lien on, and security interest interests in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlSecurity Agreement Collateral, in each case prior and superior in right subject to any no Liens other Personthan Permitted Liens. (b) When Subject to the entry of the Confirmation Order, when (i) the Security Agreement (or a short form thereof) thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and when (ii) financing statementsstatements (including fixture filings and transmitting utility filings, releases as applicable) and other filings in appropriate form are filed in the appropriate offices specified on Schedule II of (as updated in accordance with the Security Agreementterms hereof), the Agent Liens created by such Security Agreement shall have a constitute in the United States fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the such Security Agreement) ), in which each case, if and to the extent a security interest may in such Intellectual Property Collateral can be perfected solely by such filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Agent, for the benefit of the Credit PartiesLender, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in other than the Security Agreement), Mortgaged Property) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Lender, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When when the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Collateral described in such statements (other than Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableProperty), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule , the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on United States registered trademarks, issued patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Lender, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule Section 3.20.(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest that may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablestatement, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is ------------------- effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II portion of the Security Agreement. Upon such filings and/or the obtaining of “control” Collateral constituting certificated securities (as defined in the UCC)Uniform Commercial Code) is delivered to the Administrative Agent, the Agent will have Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject financing statements previously filed or to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined future, constitutes, or in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by any future filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date of the Security Agreement). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified in Schedule 3.19(d), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Property and the Closing Date)proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and, continuing when the Pledged Collateral is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Security AgreementPerfection Certificate, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest lien, pursuant to applicable law, may only be perfected by filinga filing with the United States Patent and Trademark Office or the United States Copyright Office), recording or registering as to which perfection is effected through the filing of such financing statements, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Guarantee and Collateral Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security agreementinterest in, financing statement or analogous document all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Date). (d) Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19(d) with respect thereto, each Mortgage shall constitute a fully perfected Lien on, and security interest in, the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the Collateral is delivered to the Collateral Agent and for so long as the Collateral Agent continues to hold such Collateral, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors pledgors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Personperson. (b) defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. (a) The Guaranty and Security Agreement creates in favor of the Administrative Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing and enforceable security interest interests in the Collateral (as defined in the Guaranty and Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. . (b) The financing statements, releases and other filings statements delivered to the Administrative Agent on the Closing Date are in appropriate form and have been or will be filed in the offices specified in Schedule II 9 of the Guaranty and Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC)filings, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in Credit Parties in, all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control), in each case prior and superior in right to any other Person, except for Permitted Prior Liens. (bc) When the Pledged Interests (as defined in the Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) is delivered to the Administrative Agent (or its agent), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties in, such Pledged Interests, prior and superior in right to any other Person, except for Permitted Prior Liens. (d) When the Guaranty and Security Agreement (or a short form thereofintellectual property security agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule II 9 of the Guaranty and Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties in the Intellectual Property Collateral (as defined in the Guaranty and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Credit Parties after the Closing Date), except for Permitted Prior Liens. (e) When Control Agreements are executed and delivered to the Administrative Agent, the Administrative Agent shall have (i) ”control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Deposit Accounts) and (ii) a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Credit Parties in the Deposit Accounts (other than Excluded Deposit Accounts).

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement), continuing and when any certificates evidencing the Pledged Securities (as defined in the Pledge Agreement) are delivered to the Collateral Agent the Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The when financing statements, releases and other filings are statements in appropriate form and have been or will be are filed in the offices specified in on Schedule II of 6 to the Perfection Certificate the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent Agreement will have constitute a fully perfected Lien on, on and security interest in, to and under in all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to (other than the limitations relating to such proceeds Intellectual Property, as defined in the UCC) or by obtaining controlSecurity 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. (bc) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing binding and enforceable security interest in the Collateral described therein in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof and (as defined i) in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II case of the Security Agreement. Upon Pledged Collateral, upon the earlier of (A) when such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Pledged Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject delivered to the limitations relating to such proceeds in the UCCCollateral Agent and (B) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 3.19(a) 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 Security AgreementUCC (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Secured Parties in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral (as defined described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement) 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, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Officeproceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person person (except with respect to Liens expressly permitted by Section 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 lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Date). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as 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).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create, in accordance with its terms, in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , subject to Permitted Liens, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, together with the enforceability of which is subject financing statements previously filed or to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined future, constitutes, or in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by any future filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlwill constitute, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) The Security Agreement currently on file in the United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Original Closing Date). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 and Liens having priority by operation of law. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form agreement thereof) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate mortgage filing offices specified by the Borrower, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 and Liens having priority by operation of law.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property such Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filingfiling such financing statements (other than the Intellectual Property, recording or registering a security agreement, financing statement or analogous document as defined in the United States Patent and Trademark Office or the United States Copyright Office, as applicableSecurity Agreement), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) The Collateral Assignment is effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Assignment) and, when financing statements in appropriate form are filed in appropriate filing offices, the Collateral Assignment shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parent Borrower in such Collateral in which a security interest may be perfected by filing such financing statements, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and, continuing when the Pledged Collateral is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Security AgreementPerfection Certificate, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest lien, pursuant to applicable law, may only be perfected by filinga filing with the United States Patent and Trademark Office or the United States Copyright Office), recording or registering as to which perfection is effected through the filing of such financing statements, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Guarantee and Collateral Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security agreementinterest in, financing statement or analogous document all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Date). (d) Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person; provided that the actions specified in Schedule 3.16(a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.03. (c) When the Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect 91 84 to the rights of Persons pursuant to Liens expressly permitted by Section 6.03; provided that, for purposes of this paragraph (d), neither Blessings nor any of its subsidiaries shall be deemed to be Loan Parties until the Merger Date.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) together with the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) in possession of the Collateral Agent constitutes, or in the Agent case of Pledged Collateral to be delivered in the future, will have constitute, a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When together with the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are statements previously filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) The Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date).

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and, continuing when the Pledged Collateral is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other person. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Security AgreementPerfection Certificate, the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral Property, (as defined in the Security Guarantee and Collateral Agreement) in which a security interest lien, pursuant to applicable law, may only be perfected by filing, recording or registering a security agreement, financing statement or analogous document in filing with the United States Patent and Trademark Office or the United States Copyright Office), as applicableto which perfection is effected through the filing of such financing statements, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Guarantee and Collateral Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (d) Each Mortgage is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19 (d) with respect thereto, each Mortgage shall constitute a fully perfected Lien on, and security interest, in the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property all such Collateral (as defined in the Security Agreement) in to which a security interest may be perfected by filingsuch a filing (other than Intellectual Property, recording or registering a security agreement, financing statement or analogous document as defined in the United States Patent Guarantee and Trademark Office or the United States Copyright Office, as applicableCollateral Agreement), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , subject to Permitted Collateral Liens, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 3.20(a) (provided that the Borrower shall supplement such Schedule as of the Security AgreementAcquisition Date to add any necessary information with respect to the applicable filing offices with respect to the Target and its subsidiaries), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Collateral described in such statements (other than Intellectual Property Collateral (Property, as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.01. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.20(a) (provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the financing statements with respect to the Target and its subsidiaries), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, subject to Permitted Collateral Liens (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Acquisition Date). (c) Upon execution and delivery thereof, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is recorded in the offices specified on Schedule 3.20(c) (provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the Mortgages with respect to the Target and its subsidiaries and any additional Significant Real Property acquired by Intermediate Holdings, ADS, the ADS Entities and the IWS Entities on or after the Closing Date and prior to the Acquisition Date), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted hereunder.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing binding and enforceable security interest in the Collateral described therein in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof and (as defined i) in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II case of the Security Agreement. Upon Pledged Collateral, upon the earlier of (A) when such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Pledged Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject delivered to the limitations relating to such proceeds in the UCCCollateral Agent and (B) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 3.19(a) 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 Security AgreementUCC (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Agent Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Secured Parties in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral (as defined described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement) 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, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Officeproceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person person (except with respect to Liens expressly permitted by Section 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 lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as 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).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCCGuarantee and Collateral Agreement) is delivered to the Administrative Agent (or to a bailee thereof in accordance with the Intercreditor Agreement), the Agent will have Lien on the Pledged Collateral created under the Guarantee and Collateral Agreement shall constitute a fully perfected second priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. Person (bother than with respect to Liens granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 6.02), and (ii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien on the Collateral created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (solely to the extent a Lien on such Collateral can be perfected by filing a UCC financing statement), in each case prior and superior in right to any other Person, other than with respect to Xxxxx granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 6.02. (f) Upon the recordation of the Guarantee and Collateral Agreement (or a short- form security agreement in form and substance reasonably satisfactory to the Borrower and the Required Lenders) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien on Collateral constituting Intellectual Property created under the Guarantee and Collateral (as defined Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Security Agreement) such Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (other than with respect to Liens granted to the First Lien Secured Parties under the First Lien Documents and 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (g) The Mortgages (if any) are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property (if any) thereunder and the proceeds thereof, and when the Mortgages (if any) are filed in the offices specified on Schedule 3.19(c), such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens granted to the First Lien Secured Parties under the First Lien Documents and with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Equity Interests (as defined in the UCC)Guarantee and Collateral Agreement) are delivered to the Collateral Agent, the Agent will have Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filingsuch Pledged Equity Interests, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. Person other than with respect to Liens (bx) When the Security Agreement that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a short form thereofportion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (as defined in other than Intellectual Property) to the Security Agreement) in which a security interest may extent such Liens can be perfected by filingfiling a financing statement, recording or registering a security agreementunder the Uniform Commercial Code, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date).other than

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of the Security Agreement3.24(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Collateral described in such statements (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Lead Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.24(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.24(c), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01.

Security Documents. (a) The Security Pledge Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Credit PartiesSecured Par- ties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally ) and subject to general principles of equity, regardless of whether considered in proceeds thereof and constitutes a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Borrower or the Guarantors party thereto, as applicable, in all such Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation and the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlthereof, in each case prior and superior in right to any other Person. (b) When The Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form Agreement) and proceeds thereof) is filed in , and, on the United States Patent and Trademark Office and the United States Copyright Office and when basis of financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 4.20(b), the Lien created under the Security Agreement, the Agent shall have Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in Borrower and the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright OfficeGuarantors, as applicable, in such Collateral and the proceeds thereof (except insofar as the perfection of a Lien on, and security interest in, such Collateral is obtained as described in paragraph (d) below), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Sec- tion 7.02. (it being understood c) The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of Borrower's right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and, on the basis of the Mortgages filed in the offices specified on Schedule 4.20(c), the Mortgages constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.02. (d) The Trademark Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trade- mark Security Agreement) and the proceeds thereof, and, on the bxxxx of the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the financing statements in appropriate form filed in the offices specified on Schedule 4.20(d), the Liens created under the Trademark Security Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the Borrower in the Collateral and the proceeds thereof in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 7.02; provided, however, that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on in registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Parties Borrower after the Closing date hereof. (e) As of the Restatement Date), Schedule 4.20(e) accurately sets forth each post office box and bank account to which any customers of the Borrower or any Subsidiary have been instructed to transmit payments on account of goods or services purchased from the Borrower or any Subsidiary.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II portion of the Security Agreement. Upon such filings and/or the obtaining of “control” Collateral constituting certificated securities (as defined in the UCC)Uniform Commercial Code) is delivered to the Administrative Agent, the Agent will have Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable grantors thereunder in such Collateral (to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Effective Date).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon the execution and delivery thereof by the parties thereto, created in favor of the AgentCollateral Trustee, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) upon the offices specified in Schedule II delivery of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) to the Collateral Trustee, the Agent will have Lien created under Guarantee and Collateral Agreement constituted a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when upon financing statements, releases and other filings statements in appropriate form are being filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Lien created under the Guarantee and Collateral Agreement constituted a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (as defined in the Security Agreement) in with respect to which a security interest interests may be perfected by filing, recording or registering a security agreement, filing UCC financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicablestatements, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agreement constituted a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). (c) The Mortgages, as modified by the Mortgage Modifications are effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages or the Mortgage Modifications, as the case may be, are recorded or filed, as applicable, in the offices specified on Schedule 3.19(c), the Mortgages, as modified by the Mortgage Modifications shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and proceeds thereof and (i) together with the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) in the possession of the Collateral Agent constitutes, or in the Agent case of Pledged Collateral to be delivered in the future, will have constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties thereto in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case prior and superior in right to any other Person. person, and (bii) When together with the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are statements previously filed in the offices specified on Schedule II of the Security Agreement3.19(a), the Agent shall have Guarantee and Collateral Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Collateral (other than Intellectual Property, as defined in the Security Guarantee and Collateral Agreement) in which a to the extent such security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (b) The Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) owned on the Closing Date in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Date).

Security Documents. (ai) The Security Each of the Pledge Agreement creates and the Dutch Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit PartiesLenders, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement and the Dutch Pledge Agreement), as the case may be) and, when the Collateral is delivered to the Collateral Agent or, with respect to such Collateral consisting of uncertificated securities, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in notices on the offices specified in Schedule II records of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC)relevant entity is noted, the Agent will have Pledge Agreement and the Dutch Pledge Agreement, as the case may be, shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (bii) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (as defined in iii) When the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document Agreement is filed in the United States Patent and Trademark Office or and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as applicabledefined in the Security Agreement), in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof).

Security Documents. (a) The Security Pledge Agreement creates is ------------------ effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Pledge Agreement)) and, when such Collateral is delivered to the Collateral Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in Pledge Agreement shall constitute a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors each pledgor thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlCollateral, in each case prior and superior in right to any other Person. (b) When The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement (or a short form thereofAgreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and and, when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security Agreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Datedate hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages and any amendments thereto contemplated by clause (j) of Section 4.01 are filed in the offices specified on Schedule 3.17(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement creates Pledge Agreements are effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit PartiesLenders, a legal, valid, continuing valid and enforceable security interest in the Pledged Collateral (as defined in the Security Agreement)Pledge Agreements) and, when such Collateral is delivered to the Administrative Agent, together with stock powers duly executed in blank, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Pledge Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (i) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, (ii) when UCC financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Copyrights, Trademarks and Patents), prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. (c) When the UCC financing statements referenced in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement are filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person Person. (it being understood that subsequent recordings d) Each Mortgage, when duly executed and delivered by the relevant Loan Party, will be, and the Deed of Trust is, effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and the Deed of Trust, having been filed in the United States Patent and Trademark Office real estate records in Baltimore County, Maryland, constitutes, and the United States Copyright Office other Mortgages that may be necessary to perfect delivered under Section 5.10(d)(v), when filed in the applicable real estate records shall constitute, a Lien on registered trademarkson, trademark applications and copyrights acquired by security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Properties and the Closing Date)proceeds thereof, prior and superior in right to any other Person, subject to the exceptions listed in each title insurance policy covering such Mortgage.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing for so long as the Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, (b) the Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. person, other than with respect to Liens expressly permitted by Section 6.02, (bc) When the Trademark Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and constitutes (together with the United States Copyright Office and when financing statements, releases and other filings in appropriate form are statements filed in with the offices specified on Schedule II Secretary of the Security Agreement, the Agent shall have State of Delaware) a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Obligated Parties thereunder in, respectively, the registered copyrights and the registered trademarks of the Obligated Parties, in the each case which constitute Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing), recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademarks and trademark applications and copyrights acquired by the Loan Obligated Parties after the Closing Datedate hereof), (d) the Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Obligated Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02, and (e) the Fleet Mortgages are effective to create a legal, valid and enforceable Lien on all of the Obligated Parties’ right, title and interest in and to the owned Vessels specified therein, and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) 3. The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCCGuarantee and Collateral Agreement) is delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), the Agent will have Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all such Pledged Collateral that may to the extent security interests in such Pledged Collateral can be perfected under the UCC (in effect on the date this representation is made) by filingsuch delivery, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. , and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of in the Security AgreementPerfection Certificate, the Agent shall have Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral to the extent security interests in such Collateral can be perfected by the filing of financing statements, prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (a) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Datedate hereof).. #85239856v39

Security Documents. (a) The Security Agreement creates Pledge Agreements are effective to create in favor of the Administrative Agent, for the ratable benefit of the Credit PartiesLenders, a legal, valid, continuing valid and enforceable security interest in the Pledged Collateral (as defined in the Security Agreement)Pledge Agreements) and, when such Collateral is delivered to the Administrative Agent, together with stock powers duly executed in blank, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Pledge Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (i) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, (ii) when UCC financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Copyrights, Trademarks and Patents), prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. (c) When the UCC financing statements referenced in clause (b)(ii) above are made and when the Patent Security Agreement and Trademark Security Agreement filed in the United States Patent and Trademark Office and the Copyright Security Agreement is filed in the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person Person. (it being understood that subsequent recordings d) Each Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the United States Patent and Trademark Office and real estate records in Baltimore County, Maryland, the United States Copyright Office may be necessary to perfect Mortgages shall constitute a Lien on registered trademarkson, trademark applications and copyrights acquired by security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Properties and the Closing Date)proceeds thereof, prior and superior in right to any other Person, subject to the exceptions listed in each title insurance policy covering such Mortgage.

Security Documents. (a) The security interests purported to be granted in the Borrower Pledge and Security Agreement creates and the Subsidiary Pledge and Security Agreement, as executed by the Borrower and each Guarantor, respectively, and delivered to the Administrative Agent, create in favor of the Administrative Agent, for the ratable benefit of the Credit PartiesLenders and the other holders of obligations secured thereby, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II all property of the Security Agreement. Upon Borrower and each Guarantor, except Excluded Assets, and such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have security interest constitutes a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties Borrower and each Guarantor in such property subject, in the Intellectual Property case of any such Collateral not delivered to the Administrative Agent in pledge, to any Permitted Prior and Pari Passu Liens. Security certificates representing all outstanding Capital Stock of USIS and security certificates representing all Capital Stock of any Subsidiary of the Borrower owned directly (as defined and not through a Subsidiary) by the Borrower or by any Guarantor, promissory notes representing all outstanding Indebtedness of any Subsidiary of the Borrower owed to the Borrower or to USIS, and all other instruments and security certificates constituting property of the Borrower or of any Guarantor have been delivered to the Administrative Agent in pledge, duly endorsed. Financing statements covering the Security Agreement) Collateral in which form sufficient to perfect a security interest may therein, to the extent that, under applicable law, a security interest therein can be perfected by filing, recording or registering a have been signed by the Borrower and by each Guarantor and have been filed, and under applicable law are effective so to perfect such security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicableinterest, in each case prior and superior filing office specified by applicable law in right to each jurisdiction in which the Borrower or any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date)Guarantor or any of their respective properties are located.

Security Documents. (a) The Security Pledge Agreement creates is effective to create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, validvalid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, continuing when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of 6 to the Perfection Certificate, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property Collateral (Property, as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable), in each case prior and superior in right to any other Person person, other than with respect to any Permitted Liens. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties grantors after the Closing Datedate hereof).

Security Documents. (a) The Security Agreement creates Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Credit Secured Parties, a legal, valid, continuing valid and enforceable security interest in the Collateral (as defined in the Security Guarantee and Collateral Agreement), ) and the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally proceeds thereof and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in (i) when the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” Pledged Collateral (as defined in the UCC)Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent will have for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining controlPledged Collateral, in each case case, pari passu with the Term Liens and prior and superior in right to any other Person. person, and (bii) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Security Agreement, Collateral Agent for the Agent shall have ratable benefit of the Secured Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case pari passu with the Term Liens and prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Guarantee and Collateral Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case pari passu with the Term Liens and prior and superior in right to any other Person person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Amendment No. 1 Effective Date). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case pari passu with the Term Liens and prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.