Common use of Perfection of Security Interests in the Collateral Clause in Contracts

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to Collateral Documents create in favor of the Collateral Agent, for its benefit and the ratable benefit of the holders Secured Parties (as defined in the applicable Security Agreement), valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently legal, valid and enforceable security interests and Liens. (i) In the case of the secured obligations identified therein, a legal and valid security interest Pledged Collateral (as defined in the Collateral identified therein, andPledge Agreement) constituting “securities” under Article 8 of the Uniform Commercial Code, when Uniform Commercial Code financing statements stock certificates representing such Pledged Collateral are delivered to the Administrative Agent (or other appropriate noticesthe Term Loan Administrative Agent, if the Intercreditor Agreement so provides) and in appropriate form are duly filed at the office case of the secretary of state of the jurisdiction of incorporation or organization of other Collateral described in each Loan Party, the Security Agreement shall create a fully perfected Lien on(other than Patents, Copyrights and security interest in, all right, title and interest of the grantors thereunder in such CollateralTrademarks, in each case prior as defined therein), when financing statements and superior other filings are filed in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by proper filing under office, the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to Collateral Documents shall create in favor of the Collateral Agent, for its benefit and the ratable benefit of the holders of Secured Parties (as defined in the secured obligations identified thereinapplicable Security Agreement), a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all rightand Lien on, title and interest such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code Financing Statements, or in the case of the pledgors thereunder in such Pledged Collateral, by possession or control, in each case case, prior to all other Liens other than Permitted Liens. (ii) When each Security Agreement or a summary thereof is properly filed in the United States Patent and superior Trademark Office and the United States Copyright Office, and, with respect to Collateral in right which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to any other Lien in clause (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificateabove, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to Documents shall create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for its benefit and the benefit of the holders of the secured obligations identified thereinLenders, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in in, and Lien on, such Collateral, prior to all rights of the grantors Liens other than Permitted Liens (it being understood that subsequent recordings in the Mortgaged PropertiesUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, subject only to Permitted Lienstrademark and patent applications and registered copyrights acquired by the Loan Parties after the Effective Date).

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest under New York law in the Collateral identified therein, therein and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executedexecuted and properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith, will be effective to create a legal, valid and enforceable lien valid, perfected first priority Lien on and security interest all rights of the grantors in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law). (d) andEach Control Agreement, when executed, will perfect the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified security interest in the respective Mortgagesapplicable Controlled Deposit Account or Controlled Securities Account, an effective Lien on and a perfected security interest will have been created that is subject thereto in all rights conformity with applicable Law in favor of the grantors in Collateral Agent, for the Mortgaged Properties, subject only to Permitted Liensbenefit of the holders of the Obligations.

Perfection of Security Interests in the Collateral. The Collateral Documents create in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties (aas defined in the applicable Security Agreement), valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently legal, valid and enforceable security interests and Liens. (i) The In the case of the Pledged Collateral (as defined in the Pledge Agreement) constituting “securities” under Article 8 of the Uniform Commercial Code, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent, and in the case of the other Collateral described in each Security Agreement (other than Patents, Copyrights and Trademarks, in each case as defined therein), when financing statements and other filings are filed in the proper filing office, the Collateral Documents shall create in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement), a perfected security interest in, and Lien on, such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code Financing Statements, or in the case of Pledged Collateral, by possession or control, in each case, prior to all other Liens other than Permitted Liens. (ii) When each Security Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (i) above, the Collateral Documents shall create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a perfected security interest in, and Lien on, such Collateral, prior to all Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Effective Date). (iii) When the Mortgage Instruments are properly filed in the proper real estate filing offices, such Mortgage Instruments are effective to create in favor of the Collateral Administrative Agent, for its benefit and the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest Secured Parties (as defined in the Collateral identified thereinapplicable Security Agreement), andlegal, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien valid and enforceable first priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in the Mortgaged Properties and proceeds thereof, subject only to Permitted Liens. In the case of any Mortgage Instrument executed and delivered after the date hereof in accordance with the provisions of Section 7.14, the office specified in the opinion of local counsel delivered in connection therewith as required by such Section) the Mortgage Instruments shall constitute fully perfected Liens, and security interests in, all of the grantors thereunder Loan Parties’ right, title and interest in such Collateralthe Mortgaged Properties and proceeds thereof, in each case prior to and superior in right to any other Lien Person, other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is Subject to the Legal Reservations, the Collateral Documents (other than the Mortgages and the Foreign Collateral Documents), upon execution and delivery thereof by the parties thereto, are effective to create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests, to the extent and in the manner required by the Collateral Documents (other than the Foreign Collateral Documents) and the Administrative Agent, prior to all other Liens other than Permitted Liens. (b) Each of the Mortgages delivered after the Effective Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the holders of the secured obligations identified thereinSecured Parties, a legal legal, valid and valid security interest enforceable Lien on the properties subject thereto and described therein and proceeds thereof, and when the Mortgages are filed in the Collateral identified thereinrecording offices for the applicable jurisdictions in which such properties are located, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement such Mortgage shall create constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateralproperties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Lien Person (other than Permitted Liens). (c) Subject to the Legal Reservations, each of the Foreign Collateral Documents will be, upon execution and delivery thereof by the parties thereto, effective to create valid security interest in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests, to the extent and in the manner required by such security interest can be perfected by filing under Foreign Collateral Document and the Uniform Commercial Code. (b) Each Administrative Agent, prior to all other Liens other than Permitted Liens. Without limiting the generality of the foregoing, after necessary filing and registration, (i) each Israeli Floating Charge is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a first ranking floating charge over all of the present and future assets of each applicable Loan Party, whether now existing or hereafter created (including Intellectual Property), and a first ranking fixed charge over its registered and uncalled and/or called but unpaid share capital, its reputation and goodwill, (ii) each Israeli Fixed Charge is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a first ranking fixed charge over certain fixed assets of each applicable Loan Party, including its Intellectual Property, accounts receivable, its rights to receive funds from its customers and other fixed assets and any tax benefit it may have, and (iii) each Israeli Share Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Administrative Agent, for the benefit of the holders Secured Parties, a first ranking fixed charge over each applicable Loan Party’s pledged Equity Interests and related rights and assets covered therein, subject in each case to the Security Principles. No restriction or condition of law or any agreement exists or applies to the ability of the secured obligations identified therein, except applicable Loan Parties to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity transfer or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and grant a perfected security interest will have been created in all rights of or charge the grantors in the Mortgaged Properties, subject only to Permitted LiensCollateral.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the holders of the secured obligations identified thereinObligations, a legal legal, valid and valid enforceable security interest in the Collateral identified therein, andexcept to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (bEncumbrances) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Administrative Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) but is not evidenced by a certificate, when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial CodeUCC) is established by the Collateral Administrative Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial CodeUCC, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial CodeUCC), when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the Uniform Commercial CodeUCC). (cb) Each of the Mortgages, when executedif any, will be is effective to create in favor of the Administrative Agent, for the ratable benefit of the holders of the Obligations, a legal, valid and enforceable lien on and security interest in the Mortgaged Properties real property and improvements identified therein in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified thereinLaws, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or in at law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed are duly recorded at the locations identified in the respective Mortgages, an effective and recording or similar taxes, if any, are paid, the Mortgages shall constitute a legal, valid and enforceable Lien on on, and a perfected security interest will have been created in in, all rights right, title and interest of the grantors thereunder in the Mortgaged Propertiessuch real property and improvements, subject only in each case prior and superior in right to any other Lien (other than Permitted LiensEncumbrances).

Perfection of Security Interests in the Collateral. (a) The Security Agreement is Collateral Documents are effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of itself and the holders of the secured obligations identified thereinObligations, a legal legal, valid and valid enforceable security interest in the Collateral identified therein, andexcept to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at and the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement Collateral Documents shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Liens to the extent such security interest can be perfected by filing Encumbrances or as otherwise permitted under the Uniform Commercial Code. (bSection 7.02) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent Administrative Agent, for the benefit of itself and the holders of the Obligations, with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) but is not evidenced by a certificate, when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial CodeUCC) is established by the Collateral Agent Administrative Agent, for the benefit of itself and the holders of the Obligations, over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial CodeUCC, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial CodeUCC), when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the Uniform Commercial CodeUCC). (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to Collateral Documents create in favor of the Collateral Agent, for its benefit and the ratable benefit of the holders Secured Parties (as defined in the applicable Security Agreement), valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently legal, valid and enforceable security interests and Liens. (i) In the case of the secured obligations identified therein, a legal and valid security interest Pledged Collateral (as defined in the Collateral identified therein, andPledge Agreement) constituting “securities” under Article 8 of the Uniform Commercial Code, when Uniform Commercial Code financing statements stock certificates representing such Pledged Collateral are delivered to the Administrative Agent (or other appropriate noticesthe Term Loan Administrative Agent, if the Intercreditor Agreement so provides) and in appropriate form are duly filed at the office case of the secretary of state of the jurisdiction of incorporation or organization of other Collateral described in each Loan Party, the Security Agreement shall create a fully perfected Lien on(other than Patents, Copyrights and security interest in, all right, title and interest of the grantors thereunder in such CollateralTrademarks, in each case prior as defined therein), when financing statements and superior other filings are filed in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by proper filing under office, the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to Collateral Documents shall create in favor of the Collateral Agent, for its benefit and the ratable benefit of the holders of Secured Parties (as defined in the secured obligations identified thereinapplicable Security Agreement), a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all rightand Lien on, title and interest such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code Financing Statements, or in the case of the pledgors thereunder in such Pledged Collateral, by possession or control, in each case case, prior to all other Liens other than Permitted Liens. (ii) When each Security Agreement or a summary thereof is properly filed in the United States Patent and superior Trademark Office and the United States Copyright Office, and, with respect to Collateral in right which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to any other Lien in clause (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificateabove, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to Documents shall create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for its benefit and the benefit of the holders of the secured obligations identified thereinLenders, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in in, and Lien on, such Collateral, prior to all rights of the grantors Liens other than Permitted Liens (it being understood that subsequent recordings in the Mortgaged PropertiesUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, subject only to Permitted Lienstrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens[Reserved].

Perfection of Security Interests in the Collateral. (a) The Security Agreement is Collateral Documents are effective to create in favor of the Collateral AgentLender, for the ratable benefit of itself and the holders of the secured obligations identified thereinObligations, a legal legal, valid and valid enforceable security interest in the Collateral identified therein, andexcept to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at and the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement Collateral Documents shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (other than Permitted Liens to the extent such security interest can be perfected by filing Encumbrances or as otherwise permitted under the Uniform Commercial Code. (bSection 7.2) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent Lender, for the benefit of itself and the holders of the Obligations, with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeUCC) but is not evidenced by a certificate, when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial CodeUCC) is established by the Collateral Agent Lender, for the benefit of itself and the holders of the Obligations, over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial CodeUCC, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial CodeUCC), when Uniform Commercial Code UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the Uniform Commercial CodeUCC). (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (subject to Permitted Liens) (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Lien other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial CodeLiens. (b) Each of the The Pledge Agreements Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such the Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Codepledgor. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.

Perfection of Security Interests in the Collateral. (a) The Security Agreement is effective Collateral Documents create valid Liens on the Revolving Priority Collateral purported to create be covered thereby, which Liens are perfected Liens and (i) in the case of the Liens in favor of the Collateral Agent, Agent for the ratable benefit of the holders Secured Parties in respect of the secured obligations identified thereinRevolving Credit Facility, a legal prior to all other Liens (other than Customary Permitted Liens having priority over such Liens) and valid security interest (ii) in the Collateral identified therein, and, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office case of the secretary of state Liens in favor of the jurisdiction of incorporation or organization of each Loan Party, Collateral Agent for the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest benefit of the grantors thereunder Secured Parties in such Collateralrespect of the Term Loan Facility, in each case prior and superior in right to any all other Lien Liens (other than (x) the Liens in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Revolving Credit Facility and (y) Customary Permitted Liens to having priority over such Liens of the extent such security interest can be perfected by filing under the Uniform Commercial CodeCollateral Agent). (b) Each The Collateral Documents create valid Liens on the Specified IP Collateral purported to be covered thereby, which Liens are perfected Liens and (i) in the case of the Pledge Agreements is effective to create Liens in favor of the Collateral Agent, Agent for the ratable benefit of the holders Secured Parties in respect of the secured obligations identified thereinTerm Loan Facility, a legal and valid security interest in the Collateral identified therein, and each prior to all other Liens (other than Customary Permitted Liens having priority over such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial CodeLiens) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization case of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law Liens in favor of the Collateral Agent, Agent for the benefit of the holders Secured Parties in respect of the secured obligations identified thereinRevolving Credit Facility, except prior to all other Liens (other than (x) the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought Liens in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights favor of the grantors Collateral Agent for the benefit of the Secured Parties in respect of the Mortgaged Properties, subject only to Term Loan Facility and (y) Customary Permitted LiensLiens having priority over such Liens of the Collateral Agent).

Perfection of Security Interests in the Collateral. The Collateral Documents create in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties (aas defined in the applicable Security Agreement), valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently legal, valid and enforceable security interests and Liens. (i) The In the case of the Pledged Collateral (as defined in the Pledge Agreement) constituting “securities” under Article 8 of the Uniform Commercial Code, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent, and in the case of the other Collateral described in each Security Agreement (other than Patents, Copyrights and Trademarks, in each case as defined therein), when financing statements and other filings are filed in the proper filing office, the Collateral Documents shall create in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties (as defined in the applicable Security Agreement), a perfected security interest in, and Lien on, such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code Financing Statements, or in the case of Pledged Collateral, by possession or control, in each case, prior to all other Liens other than Permitted Liens. (ii) When each Security Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (i) above, the Collateral Documents shall create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a perfected security interest in, and Lien on, such Collateral, prior to all Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (iii) When the Mortgage Instruments are properly filed in the proper real estate filing offices, such Mortgage Instruments are effective to create in favor of the Collateral Administrative Agent, for its benefit and the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest Secured Parties (as defined in the Collateral identified thereinapplicable Security Agreement), andlegal, when Uniform Commercial Code financing statements (or other appropriate notices) in appropriate form are duly filed at the office of the secretary of state of the jurisdiction of incorporation or organization of each Loan Party, the Security Agreement shall create a fully perfected Lien valid and enforceable first priority Liens on, and security interest interests in, all of the Loan Parties’ right, title and interest in the Mortgaged Properties and proceeds thereof, subject only to Permitted Liens. In the case of any Mortgage Instrument executed and delivered after the date hereof in accordance with the provisions of Section 7.14, the office specified in the opinion of local counsel delivered in connection therewith as required by such Section) the Mortgage Instruments shall constitute fully perfected Liens, and security interests in, all of the grantors thereunder Loan Parties’ right, title and interest in such Collateralthe Mortgaged Properties and proceeds thereof, in each case prior to and superior in right to any other Lien Person, other than Permitted Liens to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (b) Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the holders of the secured obligations identified therein, a legal and valid security interest in the Collateral identified therein, and each such Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Lien (i) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a “security” (as such term is defined in the Uniform Commercial Code) but is not evidenced by a certificate, when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the Uniform Commercial Code) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the Uniform Commercial Code, or any successor provision, and (iii) with respect to any such Collateral that is not a “security” (as such term is defined in the Uniform Commercial Code), when Uniform Commercial Code financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor to the extent such security interest can be perfected by filing under the Uniform Commercial Code. (c) Each of the Mortgages, when executed, will be effective to create a legal, valid and enforceable lien on and security interest in the Mortgaged Properties in conformity with applicable Law in favor of the Collateral Agent, for the benefit of the holders of the secured obligations identified therein, except to the extent that enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or in law) and, when the Mortgages and UCC financing statements (or other appropriate notices) in appropriate form have been filed at the locations identified in the respective Mortgages, an effective Lien on and a perfected security interest will have been created in all rights of the grantors in the Mortgaged Properties, subject only to Permitted Liens.