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 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 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 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 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. (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 (including pursuant to Schedule 6.16) or by the applicable 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), are effective (or will be effective in the case of Collateral Documents subsequently entered into pursuant to Section 6.11) to create in favor of the Administrative Agent Secured Parties and/or the Security Trustee (in each case 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 7.014.12 of Annex II, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties Grantor 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 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 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 2020 Amendment Effective Date and (unless expressly required in connection with any reaffirmation) or until such pledge, security interest, perfection or priority is required pursuant to Section 6.13, 6.17 6.11 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)6.16.

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

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Administrative Collateral Agent of any Pledged Debt and any Pledged Equity Collateral required to be delivered pursuant to hereto or the applicable Collateral Documents), are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured PartiesParties a legal, except as otherwise provided hereunder or pursuant to the applicable Loan Documentsvalid, including perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01, a legal, valid, enforceable 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 (A1) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary that is not a GuarantorSubsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B2) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or Requirement, (C3) on and prior to the Closing Effective Date and until required pursuant to Section 6.134.02, 6.17 6.11 or 4.01(a)(v)6.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Effective Date pursuant to Section 4.01(a)(v)4.01, (4) any Excluded Assets or (5) any loss of perfection that results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that (x) the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents and (y) the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and Uniform Commercial Code continuation statements.

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

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

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

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

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

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

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan 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 Document 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, (4) any Excluded Assets or (5) any loss of perfection that results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that (x) the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents and (y) the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and Uniform Commercial Code continuation statements.

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

Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to 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. (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.

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 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.