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 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. 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 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 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 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 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 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.

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 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 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 as otherwise contemplated hereby or under any other Loan Documents To the extent the representations and subject warranties contained in this Section 3.16 are made prior to the limitations set forth in the Collateral and Guarantee RequirementRelease Date: (a) Subject to Sections 5.9 and 5.10, and the provisions of other limitations, exceptions and filing requirements otherwise set forth in this Agreement and the other Loan Documents, (i) 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 Agent, for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the applicable extent required thereby. (b) Subject to Sections 5.9 and 5.10, upon recording thereof in the appropriate recording office, each Mortgage shall be effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder, subject only to Liens permitted under the Loan Documents, including subject and when the Mortgages are filed in the offices specified on Schedule 5 to the Perfection Certificate (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.9 and 5.10, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.9 and 5.10), the Mortgages shall constitute fully perfected Liens permitted by Section 7.01on, a legaland security interests in, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Mortgaged Properties, in each case prior and superior in right to any other Person, other than Liens permitted under the Loan Documents. (c) Notwithstanding anything herein (including this Section 5.193.16) or in any other Loan Document to the contrary, neither Holdings, the Borrowers Lead Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfectionnonperfection, 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 Secured Parties with respect thereto, in each case under foreign Law, law 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 Fourth Restatement Effective Date and until required pursuant to Section 6.13, 6.17 5.9 or 4.01(a)(v)5.10, 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 Fourth Restatement Effective Date (it being understood that such representations and warranties, to the extent set forth herein and in any other Loan Document, shall be deemed to be made on the date required pursuant to Section 4.01(a)(v5.9 or 5.10 (or, if earlier, the applicable date of compliance with such provision)).

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 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 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 as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the (a) 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, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including valid and enforceable 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 party thereto in the Collateral. Except for Liens permitted by Section 7.01, (a) the Collateral described therein(except for the Non-Perfected Collateral) is subject to a first and prior Lien in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations and (b) the Non-Perfected Collateral is subject to a Lien in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations. Notwithstanding anything herein Except for (including this Section 5.19x) or in any UCC filings completed within ten (10) days after the Closing Date and as contemplated hereby and by the Collateral Documents, (y) intellectual property and other Loan Document filings which are not required to be made pursuant to the contrary, neither terms of this Agreement and the Borrowers nor any Collateral Documents and (z) delivery to the Administrative Agent of (i) promissory notes and securities (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 than Equity Interests of any Foreign Subsidiary that is not a Guarantor, in Restricted Subsidiaries) created or as to acquired after 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 Closing Date to the extent such pledgepromissory notes and securities, security interest, perfection or priority is not required pursuant together with all promissory notes and securities previously delivered to the Collateral Administrative Agent, aggregate in value $5,000,000 or more and Guarantee Requirement (ii) the Equity Interests in Restricted Subsidiaries created or (C) on acquired after the Closing Date and until required pursuant Date, no other filing or other action will be necessary to Section 6.13perfect such Liens in Collateral other than Non-Perfected Collateral. (b) As of the Closing Date, 6.17 or 4.01(a)(v)none of the Parent, the pledge Borrower nor any Restricted Subsidiary has any interest in any tangible negotiable instruments, instruments (other than Equity Interests and promissory notes) or creation of any security interest, tangible chattel paper that aggregate in value $200,000 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)more.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents Each Collateral Document is effective to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a legal, valid and subject to the limitations set forth enforceable security interest in the Collateral identified therein, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and Guarantee Requirement, the provisions by equitable principles of the Collateral Documentslaw (regardless of whether enforcement is sought in equity or at law) and, 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 7.01the Collateral Documents shall create a fully perfected first priority Lien on, a legaland security interest in, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties grantors thereunder in such Collateral (to the Collateral described thereinextent that such Liens may be perfected by the filing of a financing statement or other appropriate action), in each case subject to no other Lien (other than Permitted Liens). Notwithstanding anything herein (including this Section 5.196.18) or in any other Loan Credit Document to the contrary, neither the Borrowers Borrower nor any other Loan Credit 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 Capital Stock of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents Collateral Agent 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 7.12 or 4.01(a)(v5.01(d), 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)(v5.01(d).

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 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. (a) Except as otherwise contemplated hereby or hereby, under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirementor under any Proceeds Loan Finance Documents, the provisions of the Collateral Documents and the Proceeds Loan Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents or Proceeds Loan Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity certificates representing securities required to be delivered pursuant to the applicable Collateral Documents or Proceeds Loan Collateral Documents), are effective (or will be effective in the case of Collateral Documents or Proceeds Loan Collateral Documents subsequently entered into pursuant to Section 6.11) to create in favor of the Administrative Agent for Secured Parties and/or the benefit of the Secured Partiesapplicable Security Agent, as applicable, except as otherwise provided hereunder or pursuant to the applicable Loan Documentshereunder, including subject to Liens permitted by Section 7.014.12 of Annex II or Annex IV, as applicable, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties Grantor in the Collateral or Proceeds Loan Collateral described therein. . (b) Notwithstanding anything herein (including this Section 5.19) or ), in any other Loan Document or in any Proceeds Loan Finance Document to the contrary, neither the Borrowers nor any other Loan Party makes any no representation or warranty is made 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 (A) to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (CB) on the Closing Date and until such pledge, security interest, perfection or priority is 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)6.11.

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 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 as otherwise contemplated hereby or under (i) A security agreement duly executed by the Borrower, each Domestic Subsidiary (other than any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions Domestic Subsidiary of the Collateral DocumentsTarget) and Bidco, together with such filings in form and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery substance satisfactory to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant Agent, granting to the applicable Collateral Documents)Administrative Agent, are effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01Lenders, a legal, valid, enforceable and perfected Lien on all right, title and first priority security interest of the respective Loan Parties (subject only to Permitted Liens) in the Collateral described therein. Notwithstanding anything herein therein (including this together with each other security agreement delivered pursuant to Section 5.19) 5.01(n), in each case as amended, supplemented or otherwise modified from time to time in any other Loan Document to the contraryaccordance with its terms, neither the Borrowers nor any other Loan Party makes any representation or warranty as to each a "SECURITY AGREEMENT"), together with: (A) proper, duly executed financing statements under the effects Uniform Commercial Code (or such other filing under similar foreign law) of perfection all jurisdictions (domestic or non-perfectionforeign) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens and security interests created under the Security Agreement, covering the priority Collateral described in the Security Agreement; (B) completed requests for information, dated on or before the enforceability date of the Initial Extension of Credit, listing all effective financing statements filed that name the Borrower or any pledge Domestic Subsidiary as debtor, together with copies of or such financing statements; (C) evidence of the insurance required by the terms of the Security Agreement; (D) certificates representing the Pledged Shares referred to in the Security Agreement, accompanied by undated stock powers executed in blank and irrevocable proxies; and (E) in the case of Bidco, all action necessary to allow the Administrative Agent to obtain a valid and enforceable, first priority, perfected security interest in any Equity Interests all of any Foreign Subsidiary that is not a Guarantor, or as the capital stock of Target then owned by Bidco. (ii) A guaranty in form and substance satisfactory to the rights and remedies Administrative Agent, (as hereafter amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SUBSIDIARY GUARANTY"), duly executed by each Domestic Subsidiary of the Agents or any Lender with respect theretoBorrower and Bidco. (iii) Evidence that all other actions necessary or, under foreign Lawin the reasonable opinion of the Administrative Agent, (B) customary to perfect and protect the pledge or creation of any security interest, or the effects of perfection or non-perfection, the first 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 Lien created by the Collateral Documents has been taken; provided, however, that the Lenders hereby acknowledge and Guarantee Requirement or agree that their obligations to make any Advance to enable the Borrower to facilitate the purchase of Target Shares and pay off the Existing Credit Agreement during the Certain Funds Period will not be dependent upon the satisfaction of this clause (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)(viii).

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 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 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.

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 (a) On or under prior to 90 days after the Effective Date, the Borrower will, and will cause each of its Subsidiaries (other than any Foreign Subsidiary or any Immaterial Subsidiary, unless any such Subsidiary has entered into, or is proposing to enter into, a Guarantee of any other Loan Documents and subject to Debt of the limitations Borrower or any of its Subsidiaries, including without limitation any New Subordinated Debt, any Other Refinancing Debt or any Debt of the Borrower described in clause (v) of the parenthetical set forth in Section 5.09 (other than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any of its Subsidiaries that is a Foreign Subsidiary)) to (i) enter into the Collateral Pledge Agreement and Guarantee Requirementthe Security Agreement and, if applicable, enter into such additional agreements or instruments, each in form and substance satisfactory to the provisions Administrative Agent, as may be necessary or desirable in order to grant a perfected first priority security interest in all of the Collateral Documentspurportedly pledged by the Borrower or such Subsidiary pursuant to the Pledge Agreement and the Security Agreement (subject to Liens on such Collateral permitted by the last sentence of Section 5.06(a)) and (ii) deliver such certificates, together with such filings evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other actions required to be taken hereby or by documents relating thereto as the applicable Collateral Documents (including the delivery Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent Agent. (b) On or prior to 90 days after the Effective Date, the Borrower will, and will cause each of any Pledged Debt its Subsidiaries to, enter into mortgages and any Pledged Equity required to be delivered pursuant such other agreements, each in form and substance reasonably satisfactory to the applicable Collateral Documents)Administrative Agent, are effective as may be necessary or desirable in order to create in favor of grant the Administrative Agent Agent, for the benefit of the Secured Bank Parties, except as otherwise provided hereunder a perfected first priority mortgage Lien on each ownership interest in real property held by the Borrower or pursuant to the applicable Loan Documents, including such Subsidiary and listed on Schedule 5.20(b) (subject to Liens on such Collateral permitted by Section 7.01, 5.06(a)(viii)(z) and by the last sentence of Section 5.06(a)). If on the first date after the Final Disposition Date with respect to any Real Property Held For Sale the Borrower or any Subsidiary holds such Real Property Held For Sale (other than any Real Property Held For Sale constituting a legal, valid, enforceable and perfected Lien leasehold interest in real property which has been subleased in its entirety by the Borrower or any of its Subsidiaries 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 prior 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 Final Disposition Date with respect thereto) then, within 90 days thereafter, the Borrower will, or will cause such Subsidiary to, enter into a mortgage and such other agreements, each in form and substance reasonably satisfactory to the Administrative Agent, as may be necessary or desirable in order to grant the Administrative Agent, for the benefit of the Bank Parties, a perfected first priority mortgage Lien on such Real Property Held For Sale (subject to Liens on such Collateral permitted by the last sentence of Section 5.06(a)). If at any time after the Effective Date the Borrower or any of its Subsidiaries (other than any Foreign Subsidiary) acquires any ownership interest in real property with a fair market value in excess of $2,000,000, the 81 Borrower will, or will cause such Subsidiary to, enter into a mortgage and such other agreements, each in form and substance satisfactory to the Administrative Agent, as may be necessary or desirable in order to grant the Administrative Agent, for the benefit of the Bank Parties, a perfected first priority mortgage Lien on such ownership interest (subject to Liens on such Collateral permitted by the last sentence of Section 5.06(a)); provided that neither the Borrower nor any of its Subsidiaries shall be required to grant any Lien pursuant to this Section so long as doing so would trigger a requirement to equally and ratably secure securities issued under foreign Law, (B) the pledge or creation Indenture. Together with the execution of any security interestmortgage pursuant to this subsection, the Borrower will, or will cause its Subsidiaries to, deliver such real property surveys, certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents relating thereto as the effects of perfection or non-perfectionAdministrative Agent may reasonably request, the priority or the enforceability of any pledge of or security interest all in form and substance reasonably satisfactory to the extent such pledge, security interest, perfection Administrative Agent. Each mortgage or priority is not required other agreement entered into pursuant to this subsection (b) and granting the Administrative Agent a Lien for the benefit of the Bank Parties shall contain provisions regarding the release of the Collateral mortgaged thereunder having substantially the same effect as the provisions regarding the release of Collateral contained in the form of Security Agreement and Guarantee Requirement or (C) on the Closing Date form of Pledge Agreement set forth as Exhibits F and until required pursuant G 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)this Agreement.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject (a) Each Lender authorizes the Agent to the limitations set forth in the Collateral and Guarantee Requirement, the provisions enter into each of the Collateral DocumentsDocuments to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, together with it being understood and agreed that such filings rights and other actions required to remedies may be taken hereby or exercised solely 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 Holders of Secured PartiesObligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, except the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as otherwise provided hereunder permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c). (d) Upon any sale, transfer or other disposition of assets constituting Collateral which is expressly permitted pursuant to the applicable terms of any Loan DocumentsDocument, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold, transferred or disposed; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's commercially reasonable opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien on all right, title and interest (without limitation) the proceeds of the respective Loan Parties in the Collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document sale, all of which shall continue 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 constitute part 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.

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents (a) Upon execution and subject to delivery thereof by the limitations set forth in the Collateral and Guarantee Requirementparties thereto, the provisions each of the Collateral Documents, together with such filings and other actions required to Pledge Agreements will 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 Agent, for the ratable benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01Lenders, a legal, validvalid and enforceable security interest in the pledged stock described therein and, when stock certificates representing or constituting the pledged stock described in each of the Pledge Agreements are delivered to the Administrative Agent, such security interest shall constitute a perfected first lien on, and security interest in, all described therein. (b) Upon execution and delivery thereof by the parties thereto, each of the Security Agreements will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 6.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which may be perfected Lien on only by possession, such security -76- 83 interests will, subject to the existence of Permitted Liens, constitute perfected first priority liens on, and security interests in, all right, title and interest of the respective Loan Parties debtor party thereto in the Collateral collateral described therein. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document , except to the contrary, neither extent that a security interest cannot be perfected therein by the Borrowers nor any other Loan Party makes any representation or warranty as to (A) the effects filing of perfection or non-perfection, the priority a financing statement or the enforceability taking of any pledge possession under the Uniform Commercial Code of or the relevant jurisdiction. (c) Upon execution and delivery thereof by the Company, each Mort- xxxx xxxl be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in any Equity Interests the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 6.13 (or, in the case of any Foreign Subsidiary that a Mortgage delivered pursuant to subsection 8.9, the jurisdiction in which the property covered by such Mortgage is not a Guarantorlocated), or as such security interests will, subject to the rights existence of Permitted Liens, constitute first liens on, and remedies perfected security interests in, all rights, title and interest of the Agents or any Lender with respect thereto, under foreign Law, (B) debtor party thereto in 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 described therein.

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 Each Collateral Document is effective to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a legal, valid and subject to the limitations set forth enforceable security interest in the Collateral identified therein, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and Guarantee Requirement, the provisions by equitable principles of the Collateral Documentslaw (regardless of whether enforcement is sought in equity or at law) and, 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 7.01the Collateral Documents shall create a fully perfected first priority Lien on, a legaland security interest in, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties grantors thereunder in such Collateral (to the Collateral described thereinextent that such Liens may be perfected by the filing of a financing statement or other appropriate action), in each case subject to no other Lien (other than Permitted Liens). Notwithstanding anything herein (including this Section 5.196.18) or in any other Loan Credit Document to the contrary, neither the Borrowers Borrower nor any other Loan Credit 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 Capital Stock of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents Collateral Agent or any Lender with respect thereto, under foreign Law, Law 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 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)Requirement.

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 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 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 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. (a) 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 Mortgage Notes (to the extent not already in the Administrative Agent’s possession) 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, 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. . (b) Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Company 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 6.11 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). (c) Each Mortgage (when such Mortgage is filed in the offices identified in the local counsel opinion delivered with respect thereto) is effective to create, in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) first priority Liens on, and security interests in, all of the Company’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens with respect to any Mortgaged Property or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified on Schedule 5.19(c) (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13) and the Mortgage Notes securing by each such Mortgage are delivered to the Administrative Agent (to the extent not already in the Administrative Agent’s possession), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Company in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Permitted Liens with respect to any Mortgaged Property.

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.

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 To the extent required by Lender and not previously obtained, such Collateral Documents or reaffirmation of Collateral Documents as otherwise contemplated hereby Lender may reasonable request, in appropriate form for filing or under recording, if applicable, together with: (i) executed original instruments and documents in form acceptable for filing to perfect the security interests of the Lender in accordance with Applicable Law, including (without limitation) any filings required to be made with the United States Patent and Trademark Office to perfect Lender's security interest in any material copyrights or other Loan intellectual property rights of any Borrower; (ii) evidence that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created by the Collateral Documents and subject have been taken; (iii) to the limitations set forth extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC financing statements or similar filings, or amendments thereto, if any, in foreign jurisdictions; (iv) such consents, estoppels, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien, as reasonably requested by the Lender; (vi) evidence that all other actions necessary or, in the Collateral reasonable opinion of the Lender, desirable to perfect and Guarantee Requirement, protect the provisions of Liens created by the Collateral Documents, together with such filings and other actions to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral, have been taken; and (vii) to the extent required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Agent of perfect 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 the Collateral, stock or membership interests certificates representing any Equity Interests pledged ownership interest in any of the Borrowers and any other direct or indirect subsidiary of any Foreign Subsidiary Borrower that is not a Guarantor, formed 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 acquired by such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on Borrower after 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).Date;

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents Executed counterparts of the Pledge and Security Agreement, subject to Section 8.10, together with: (A) an executed original of each Note timely requested by a Lender hereunder; (B) to the limitations set forth extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral and Guarantee RequirementAgent, to perfect the provisions of security interests intended to be created by the Collateral Documents; (C) to the extent not already delivered, together with such filings copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and other actions required to be taken hereby or any previous name and, if requested by the applicable Collateral Documents (including the delivery to the Administrative Agent of Agent, under any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral Documentstrade names), as debtor or seller that 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 filed in the Collateral described therein. Notwithstanding anything herein jurisdictions referred to in sub-clause (including this Section 5.19B) above (regardless of whether or not financing statements are then on file) or in any other Loan Document jurisdiction having files which must be searched in order to determine fully 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 existence of the Agents UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Lender Collateral, together with respect theretocopies of such financing statements, under foreign Lawnotices of tax, PBGC or judgment Liens or similar notices (B) none of which shall cover 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 Collateral except to the extent such pledge, security interest, perfection evidencing Permitted Liens or priority is not required pursuant to for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and Guarantee Requirement or authorized for filing); (CD) 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 already delivered to the Collateral Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral; (E) to the extent not previously delivered to the Collateral Agent, all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required on transfer tax stamps, all in form and substance reasonably satisfactory to the Closing Date pursuant Collateral Agent; and (F) evidence of the completion of all other filings and recordings of or with respect to Section 4.01(a)(vthe Collateral Documents and of all other actions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Collateral Documents (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).

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 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.

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 (a) The provisions of each 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 PartiesLenders, a legal, valid and enforceable first priority security interest in all right, title and interest of such Loan Party in the Collateral described therein subject only to Permitted Liens; and financing statements have been filed in the offices in all of the jurisdictions listed in the schedule to the Security Agreement. (b) Each Mortgage (if any) when delivered under Section 6.15 will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as otherwise provided hereunder or noted in the title policies delivered to the Agent pursuant to the applicable Loan DocumentsSection 6.15, including will be subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien on first priority deed of trust; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also will create a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the respective Company or such Subsidiary (as the case may be) under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 6.15, and Permitted Liens. (c) All representations and warranties of such Loan Parties Party and any of its Subsidiaries party thereto contained 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 Documents are true 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)correct.

Collateral Documents. Except as otherwise contemplated hereby (a) On or under prior to 90 days after the Effective Date, the Company will, and will cause each of its Subsidiaries (other than any Foreign Subsidiary or any Immaterial Subsidiary, unless any such Subsidiary has entered into, or is proposing to enter into, a Guarantee of any other Loan Documents and subject to Debt of the limitations Company or any of its Subsidiaries, including without limitation any New Subordinated Debt, any Other Refinancing Debt or any Debt of the Company described in clause (v) of the parenthetical set forth in Section 5.09 (other than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any of its Subsidiaries that is a Foreign Subsidiary)) to (i) enter into the Collateral Pledge Agreement and Guarantee Requirementthe Security Agreement and, if applicable, enter into such additional agreements or instruments, each in form and substance satisfactory to the provisions Administrative Agent, as may be necessary or desirable in order to grant a perfected first priority security interest in all of the Collateral Documentspurportedly pledged by the Company or such Subsidiary pursuant to the Pledge Agreement and the Security Agreement (subject to Liens on such Collateral permitted by the last sentence of Section 5.06(a)) and (ii) deliver such certificates, together with such filings evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other actions required to be taken hereby or by documents relating thereto as the applicable Collateral Documents (including the delivery Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent Agent. (b) On or prior to 90 days after the Effective Date, the Company will, and will cause each of any Pledged Debt its Subsidiaries to, enter into mortgages and any Pledged Equity required to be delivered pursuant such other agreements, each in form and substance reasonably satisfactory to the applicable Collateral Documents)Administrative Agent, are effective as may be necessary or desirable in order to create in favor of grant the Administrative Agent Agent, for the benefit of the Secured Bank Parties, except as otherwise provided hereunder a perfected first priority mortgage Lien on each ownership interest in real property held by the Company or pursuant to the applicable Loan Documents, including such Subsidiary and listed on Schedule 5.20(b) (subject to Liens on such Collateral permitted by Section 7.01, 5.06(a)(viii)(z) and by the last sentence of Section 5.06(a)). If on the first date after the Final Disposition Date with respect to any Real Property Held For Sale the Company or any Subsidiary holds such Real Property Held For Sale (other than any Real Property Held For Sale constituting a legal, valid, enforceable and perfected Lien leasehold interest in real property which has been subleased in its entirety by the Company or any of its Subsidiaries 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 prior 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 Final Disposition Date with respect thereto) then, within 90 days thereafter, the Company will, or will cause such Subsidiary to, enter into a mortgage and such other agreements, each in form and substance reasonably satisfactory to the Administrative Agent, as may be necessary or desirable in order to grant the Administrative Agent, for the benefit of the Bank Parties, a perfected first priority mortgage Lien on such Real Property Held For Sale (subject to Liens on Collateral permitted by the last sentence of Section 5.06(a)). If at any time after the Effective Date the Company or any of its Subsidiaries (other than any Foreign Subsidiary) acquires any ownership interest in real property with a fair market value in excess of $2,000,000, the Company will, or will cause such Subsidiary to, enter into a mortgage and such other agreements, each in form and substance satisfactory to the Administrative Agent, as may be necessary or desirable in order to grant the Administrative Agent, for the benefit of the Bank Parties, a perfected first priority mortgage Lien on such ownership interest (subject to Liens on Collateral permitted by the last sentence of Section 5.06(a)); provided that neither the Company nor any of its Subsidiaries shall be required to grant any Lien pursuant to this Section so long as doing so would trigger a requirement to equally and ratably secure securities issued under foreign Law, (B) the pledge or creation Indenture. Together with the execution of any security interestmortgage pursuant to this subsection, the Company will, or will cause its Subsidiaries to, deliver such real property surveys, certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents relating thereto as the effects of perfection or non-perfectionAdministrative Agent may reasonably request, the priority or the enforceability of any pledge of or security interest all in form and substance reasonably satisfactory 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)Administrative Agent.

Collateral Documents. (a) 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 (or the First Lien Administrative Agent as bailee for the Administrative Agent pursuant to the Second Lien Intercreditor Agreement) of any Pledged Debt Mortgage Notes (to the extent not already in the Administrative Agent’s possession) 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, 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 second priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. . (b) Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers Company 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 6.11 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). (c) Each Mortgage (when such Mortgage is filed in the offices identified in the local counsel opinion delivered with respect thereto) is effective to create, in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) second priority Liens on, and security interests in, all of the Company’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens with respect to any Mortgaged Property or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified on Schedule 5.19(c) (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13) and the Mortgage Notes securing by each such Mortgage are delivered to the Administrative Agent (to the extent not already in the Administrative Agent’s possession), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Company in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Permitted Liens with respect to any Mortgaged Property.