Common use of Collateral Documents Clause in Contracts

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementRequirement and the effectiveness of the Collateral Documents pursuant to their terms, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings filings, registrations and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder valid and perfected Lien on the Collateral with the ranking or pursuant to priority required by the applicable Loan Documents, including relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code, the PPSA or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.12 or 4.01(a)(v6.14 or the proviso at the end of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementCredit Documents, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity Interests required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties (or the Swiss Secured Parties, as applicable), or in favor of the Secured Parties (or the Swiss Secured Parties, as applicable), except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Credit Document to the contrary, neither the Borrowers Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, other than such pledges and security interests granted by Loan Parties pursuant to Foreign Collateral Documents, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Sections 6.11 or 6.13 or (C) on the Closing Effective Date and until delivered or required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)Section 4 of the Amendment, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Effective Date pursuant to Section 4.01(a)(v)4 of the Amendment.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementCredit Documents, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity Interests required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties (or the Swiss Secured Parties, as applicable), or in favor of the Secured Parties (or the Swiss Secured Parties, as applicable), except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Credit Document to the contrary, neither the Borrowers Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, other than such pledges and security interests granted by Loan Parties pursuant to Foreign Collateral Documents or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section Sections 6.11 or 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v4.01(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iv).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or under 6.13 shall for any reason (other Loan Documents and subject than pursuant to the limitations set forth in terms thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the Collateral and Guarantee Requirement, the provisions of priority required by the Collateral Documents, together with such filings and (or other actions required security purported to be taken hereby or by created on the applicable Collateral) on and security interest in any portion of the Collateral Documents (including having a Fair Market Value in excess of $5,000,000 purported to be covered thereby, subject to Permitted Liens, except to the delivery to extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession 165 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements (so long as such failure does not result from the breach or non-compliance by a Loan Party with the terms of any Pledged Debt and Loan Document), or (ii) any Pledged of the Equity required Interests of the Borrower, any Restricted Subsidiary or any direct Subsidiary of the Borrower or any Restricted Subsidiary ceasing to be delivered pledged pursuant to the applicable Collateral Documents), are effective to create in favor Documents free of Liens other than Liens created by the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Collateral Documents, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign nonconsensual Permitted Liens arising solely by operation of Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).; or

Collateral Documents. Except as otherwise contemplated hereby or under To the extent unremedied for a period of 10 Business Days (i) after any other Loan Documents and subject Responsible Officer of the U.S. Borrower obtains knowledge thereof (including upon notice thereof by the Agent to the limitations set forth in U.S. Borrower) or reasonably should have known thereof, any Collateral Document after delivery thereof pursuant to Section 4.01, 5.11 or 5.12 or pursuant to the Collateral Documents shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 6.03 or 6.05, or as a result of the satisfaction in full of all the Obligations then due and Guarantee Requirementowing (other than contingent indemnification obligations as to which no claim has been asserted)) cease to create a valid and perfected lien, with the provisions of priority required by the Collateral Documents, together with such filings and (or other actions required security purported to be taken hereby or by created on the applicable Collateral) on and security interest in any material portion of the Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required purported to be delivered pursuant to the applicable Collateral Documents)covered thereby, are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by under Section 7.016.02, a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document except to the contrary, neither the Borrowers nor extent that any other Loan Party makes any representation such loss of perfection or warranty as to priority results from (A) the effects Agent no longer having possession of perfection certificates actually delivered to it representing securities pledged under the Collateral Documents or non-perfection(B) a UCC filing having lapsed because continuation statements were not filed in a timely manner and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as the U.S. Borrower ceasing to be pledged pursuant to the rights and remedies Security Agreement free of Liens other than Liens created by the Agents Security Agreement or any Lender with respect theretononconsensual Liens arising solely by operation of law, under foreign Lawin the case of clauses (i) and (ii), (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection Equity Interests or priority is not required pursuant to the other Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation have an aggregate fair market value in excess of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)$100,000,000.

Collateral Documents. Except Subject to the terms of Sections 4.01 and 6.17 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured PartiesParties a legal, valid and perfected (except as otherwise provided hereunder or pursuant to the extent that the legality or validity thereof may be limited by applicable Loan Documentsbankruptcy, including insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles) Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of Holdings, the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.136.12, 6.14 or 6.17 or 4.01(a)(v)the penultimate paragraph of Section 4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein, except as may be limited by Debtor Relief Laws, by general principles of equity and principles of good faith and fair dealing. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection 137 or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described thereintherein in which a security interest is required to be perfected. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSpecified Jurisdiction Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date with respect to Collateral not required to be pledged or perfected on the Closing Date pursuant to Section 4.01 and until required pursuant to Section 6.134.01, 6.17 6.12 or 4.01(a)(v)6.14, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01, or (D) any Excluded Assets.

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder valid and perfected Lien on the Collateral with the ranking or pursuant to priority required by the applicable Loan Documents, including relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of Holdings, the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.11 or 4.01(a)(v6.13 or the proviso at the end of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on the Closing Date and until required pursuant to Section 6.134.01, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (4) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent (or the Administrative Pari Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01, Parties a legal, valid, perfected and enforceable and perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described thereinthereinpurported to be covered thereby. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien subject to the ABL Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).117

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign LawLaw other than with respect to Foreign Subsidiaries which are Loan Parties, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)6.17, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)6.17.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on and prior to the Closing Effective Date and until required pursuant to Section 6.134.02, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Effective Date pursuant to Section 4.01(a)(v).4.01, (4) any Excluded Assets or (5) any loss of perfection that results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that (x) the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents and (y) the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and Uniform Commercial Code continuation statements. 196

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent (or the Administrative Pari Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01, Parties a legal, valid, perfected and enforceable and perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-non- perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant valid, enforceable and, to the extent applicable Loan Documentsunder applicable Laws, including perfected Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.136.11, 6.17 6.13 or 4.01(a)(v4.01(a)(vi), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(vi).

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder valid and perfected Lien on the Collateral with the ranking or pursuant to priority required by the applicable Loan Documents, including relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of Holdings, the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) 133 on the Closing Date and until required pursuant to Section 6.13, 6.17 6.11 or 4.01(a)(v6.13 or the proviso at the end of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementRequirement and the Guarantee and Security Principles, the provisions of the Collateral Documents, together with such filings filings, registrations (and, with respect to any Australian Loan Party, stamping and registration on the Australian PPS Register) and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described thereintherein in each case subject to the principles of equity, statute of limitations and laws affecting creditors’ generally. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary (other than a Foreign Subsidiary organized under the laws of Australia, England and Wales or Singapore) or any Collateral of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v)6.13 , the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)Date.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 4.01, 6.11 or 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, 215 or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation 154 of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. 197 Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on the Closing Date and until required pursuant to Section 6.134.01, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (4) any Excluded Assets.

Collateral Documents. Except Subject to the terms of Sections 4.01 and 6.17 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured PartiesParties a legal, valid and perfected (except as otherwise provided hereunder or pursuant to the extent that the legality or validity thereof may be limited by applicable Loan Documentsbankruptcy, including insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles) Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of Holdings, the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date 171 and until required pursuant to Section 6.136.12, 6.14 or 6.17 or 4.01(a)(v)the penultimate paragraph of Section 4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Notes Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Initial First Lien Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent Trustee for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Notes Documents, including subject to Liens permitted by Section 7.014.01 of the Indenture, a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Note Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.194.19) or in any other Loan Notes Document to the contrary, neither the Borrowers Issuers nor any other Loan Note Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as to the rights and remedies of the Agents or any Lender Trustee with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 3.15 or 4.01(a)(v)3.19 of the Indenture or Section 3.1(a)(iv) hereof, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v3.1(a)(iv).

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant valid, enforceable and, to the extent applicable Loan Documentsunder applicable Laws, including perfected Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.136.11, 6.17 6.13 or 4.01(a)(v4.01(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iv).

Collateral Documents. Except Subject to the terms of Sections 4.01 and 6.17 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured PartiesParties a legal, valid and perfected (except as otherwise provided hereunder or pursuant to the extent that the legality or validity thereof may be limited by applicable Loan Documentsbankruptcy, including insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles) Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of Holdings, the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.136.12, 6.14 or 6.17 or 4.01(a)(v)the penultimate paragraph of Section 4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).. 177

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (D) any Excluded Assets. 174

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. 191 Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on the Closing Date and until required pursuant to Section 6.134.01, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (4) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 4.01, Section 6.11 or Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (D) any Excluded Assets. 152

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings filings, registrations and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder valid and perfected Lien on the Collateral with the ranking or pursuant to priority required by the applicable Loan Documents, including relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code, the PPSA or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.12 or 4.01(a)(v6.14 or the proviso at the end of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 9.1 and perfected Lien subject to the ABL Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Effective Date and until required pursuant to Section 6.13, 6.17 8.11 or 4.01(a)(v4.1(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Effective Date pursuant to Section 4.01(a)(v4.1(a)(iv).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (D) any Excluded Assets. 144

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on and prior to the Closing Effective Date and until required pursuant to Section 6.134.02, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Effective Date pursuant to Section 4.01(a)(v)4.01, (4) any Excluded Assets or (5) any loss of perfection that results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that (x) the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents and (y) the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and Uniform Commercial Code continuation statements.

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant valid, enforceable and, to the extent applicable Loan Documentsunder applicable Laws, including perfected Lien on the Collateral with the ranking or priority required by the relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.136.11, 6.17 6.13 or 4.01(a)(v4.01(a)(iv), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iv).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent (or the Administrative Pari Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01, Parties a legal, valid, perfected and enforceable and perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described thereinpurported to be covered thereby. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (D) any Excluded Assets. SECTION 5.19

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 7.01 and perfected Lien to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on the Closing Date and until required pursuant to Section 6.134.01, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (4) any Excluded Assets. 196

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 4.01, 6.11 or 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v)4.01 or (D) any Excluded Assets.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent (or the Administrative Pari Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01, Parties a legal, valid, perfected and enforceable and perfected first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.195.18) or in any other Loan Document to the contrary, neither the Borrowers nor any other no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.13 or 4.01(a)(v)4.01, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).4.01 or (D) any Excluded Assets. 136

Collateral Documents. Except Subject to the terms of Section 4.01 and except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementDocuments, the provisions of the Collateral Documents, together with such filings filings, registrations and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative AdministrativeCollateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder valid and perfected Lien on the Collateral with the ranking or pursuant to priority required by the applicable Loan Documents, including relevant Collateral Documents (subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien ) on all right, title and interest of the respective Borrower and the other applicable Loan Parties Parties, respectively, in the Collateral described thereintherein (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code, the PPSA or by possession or control). Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorLoan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.13, 6.17 6.12 or 4.01(a)(v6.14 or the proviso at the end of Section 4.01(a), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v4.01(a)(iii).

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee RequirementCredit Documents, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity Interests required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties (or the Swiss Secured Parties, as applicable), or in favor of the Secured Parties (or the Swiss Secured Parties, as applicable), except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Credit Document to the contrary, neither the Borrowers Parent Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, other than such pledges and security interests granted by Loan Parties pursuant to Foreign Collateral Documents or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section Sections 6.11 or 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).. 146