Common use of Security Interest in Collateral Clause in Contracts

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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.

Security Interest in Collateral. Subject to any the terms of the final paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection RequirementsRequirements and/or any other perfection action required under the terms of any Loan Document, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are then required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any the Capital Stock held by any Loan Party in any Person organized under the laws of any Foreign Subsidiary (jurisdiction other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)the jurisdiction in which such Loan Party is organized, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign the Requirements of Law not required to be obtained under of any jurisdiction other than the jurisdiction in which such Loan DocumentsParty is organized, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 the same is not required on the Closing Date.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including the Intercreditor Agreement or any other Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph of Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to the terms of the last paragraph of Section 4.01 and any limitations and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last 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 DateDate pursuant to the last paragraph of Section 4.01.

Security Interest in Collateral. Subject to any the terms of the last paragraph of ‎Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including the Intercreditor Agreement or any other Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Parent Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.12‎Section 5.12 or the last paragraph of ‎Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of ‎Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements any Requirement of Law not required to be obtained under the Loan Documentsof any foreign jurisdiction, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01(a).

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower Parent nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph of Section 4.01, or otherwise pursuant to this Agreement, as applicable, 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 the same is not required on the Closing DateDate or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01(a).

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsNote Document, the Collateral Documents Documents, when executed, will create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative AgentPurchaser Representative, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are then required to be perfected under the terms of the Loan Note Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Note Document to the contrary, neither the Borrower Issuer 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent Purchaser Representative or any Lender Purchaser with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date to the extent the same is not required on the Closing Date pursuant to the final paragraph of Section 4.01 and until required pursuant to Section 5.12, 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.

Security Interest in Collateral. Subject to any the terms of the last paragraph of ‎Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Parent Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.12‎Section 5.12 or the last paragraph of ‎Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of ‎Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations Perfection Requirements and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any the Capital Stock held by any Loan Party in any Person organized under the laws of any Foreign Subsidiary (jurisdiction other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)the jurisdiction in which such Loan Party is organized, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign the Requirements of Law not required to be obtained under of any jurisdiction other than the jurisdiction in which such Loan DocumentsParty is organized, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 the same is not required on the Closing Date.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations Reservations, the Perfection Requirements and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, Subsidiaries that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12Sections 5.12 or 5.15, 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 DateDate pursuant to the Section 5.12 or 5.15.

Security Interest in Collateral. Subject to any the terms of the final paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection RequirementsRequirements and/or any other perfection action required under the terms of any Loan Document, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are then required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any the Capital Stock held by any Loan Party in any Person organized under the laws of any Foreign Subsidiary (jurisdiction other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)the jurisdiction in which such Loan Party is organized, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign the Requirements of Law not required to be obtained under of any jurisdiction other than the jurisdiction in which such Loan DocumentsParty is organized, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date 113 and until required pursuant to Section 5.12, 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 the same is not required on the Closing Date.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of Perfection Requirements (including the Agreed Security Principles), the provisions, limitations and/or exceptions set forth in this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection RequirementsRequirements (as limited by the Agreed Security Principles), such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the no Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required (except to be obtained the extent a pledge of Capital Stock has been duly executed under the Loan Documentslaws of the jurisdiction of the issuer thereof), (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.12, as applicable, 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 the same is not required on the Closing DateDate pursuant to Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Security Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Security Documents, unless otherwise permitted hereunder or under any Loan Security Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither none of the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in any such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Collateral Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any foreign Requirement of Law Law, in each case other than with respect to the Capital Stock of any Foreign Subsidiary designated as a Subsidiary Loan Party pursuant to the penultimate sentence of the definition of “Subsidiary Loan Party”, or (C) on the Closing Date and until required pursuant to Section 5.125.12 or Section 5.15, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Administrative Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in any such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any foreign Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, Section 5.15 or the last 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date to the extent the same is not required on the Closing Date pursuant to the final paragraph of Section 4.01 and until required pursuant to Section 5.12, 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.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the provisions of the Collateral Documents are effective to create a legal, valid and enforceable Liens Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and and, except as otherwise contemplated hereby or under any other Loan Document, upon the satisfaction of filings and other actions required to be taken hereby or by the applicable Perfection RequirementsCollateral Documents, such Liens of the Collateral Agent constitute perfected Liens on all right, title and interest of the respective Loan Parties (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein, other than Liens permitted by Section 6.02. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement pledge or creation of any security interest, or rights the effects of perfection or remedies with respect non-perfection, the priority or the enforceability of any pledge of or security interest to any the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any and Guarantee Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, Section 5.15 or the last 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and (including the last paragraph of Section 4.01) and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case case, as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower Representative nor any other Loan Party makes any representation or warranty as to (A) the effects effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, or (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 DateLaw.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements any Requirement of Law not required to be obtained under the Loan Documents, of any foreign jurisdiction or (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 DateLaw.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations Reservations, the Perfection Requirements and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, Subsidiaries that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12Sections 5.12 or 5.15, 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.Date pursuant to the Section 5.12 or 5.15. 102

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements any Requirement of Law not required to be obtained under the Loan Documents, of any foreign jurisdiction or (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 DateLaw.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including the Intercreditor Agreement or any other Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Parent Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph of Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan DocumentCollateral Document or any Intercreditor Agreement) on the Collateral (to the extent such Liens are then required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock or Indebtedness of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, or (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12at any time, 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 the same is not required on at such time in accordance with the Closing Dateterms hereof.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements and the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected (or the equivalent under applicable laws) Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected (or the equivalent under applicable laws) under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, or (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 DateLaw.

Security Interest in Collateral. Subject to any limitations The Perfection Requirements and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the and/or any other relevant Loan DocumentsDocument, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any the Capital Stock held by any Loan Party in any Person organized under the laws of any Foreign Subsidiary (jurisdiction other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)the jurisdiction in which such Loan Party is organized, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign the Requirements of Law not required to be obtained under of any jurisdiction other than the jurisdiction in which such Loan DocumentsParty is organized, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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 the same is not required on the Closing Date.

Security Interest in Collateral. Subject to any the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower Company nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to ‎Section 5.12 or the last paragraph of Section 5.124.01, or otherwise pursuant to this Agreement, as applicable, 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 the same is not required on the Closing DateDate or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected first priority Liens (with the subject in priority that such only to permitted priority Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding Notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower Holdings 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, 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.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documentsthe terms of the last paragraph of Section 4.01, the Legal Reservations and the provisions of Perfection Requirements, the provisions, limitations and/or exceptions set forth in this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than in the Netherlands with respect to the Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantorsthe Dutch Loan Parties), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required (other than with respect to be obtained under the Loan DocumentsNetherlands), (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph of Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documentsthe terms of the last paragraph of ‎Section 4.01, the Legal Reservations and the provisions of Perfection Requirements, the provisions, limitations and/or exceptions set forth in this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than in the Netherlands with respect to the Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantorsthe Dutch Loan Parties), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required (other than with respect to be obtained under the Loan DocumentsNetherlands), (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.12‎Section 5.12 or the last paragraph of ‎Section 4.01, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of ‎Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any the Legal Reservations, the Perfection Requirements, the provisions, limitations and and/or exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and and/or the other relevant Loan DocumentsDocuments (including the Intercreditor Agreement or any other Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors)Subsidiary, or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan DocumentsLaw, (B) the enforcement of any security interest, or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.12, as applicable, 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 the same is not required on the Closing DateDate pursuant to the final paragraph of Section 4.01 or (D) any Excluded Asset.

Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documentsthe terms of the last paragraph of Section 4.01, the Legal Reservations and the provisions of Perfection Requirements, the provisions, limitations and/or exceptions set forth in this Agreement and and/or the other relevant Loan DocumentsDocuments (including any Acceptable Intercreditor Agreement), the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral described therein in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under within the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty (other than any representation or warranty expressly made in such Loan Document) as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than in the Netherlands with respect to the Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantorsthe Dutch Loan Parties), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required (other than with respect to be obtained under the Loan DocumentsNetherlands), (B) the enforcement of any security interest, interest or rights right or remedies remedy with respect to any Collateral that may be limited or restricted by, or require any consentsconsent, authorizations approvals authorization, approval or licenses license under, any Requirement of Law or Law, (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last paragraph of Section 4.01, as applicable, 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 the same is not required on the Closing Date.Date pursuant to the final paragraph of Section 4.01 or (D) any Excluded Asset. 140

Security Interest in Collateral. Subject to the terms of the last paragraph of Section 4.01 and any limitations and exceptions set forth in any Loan Documents, the Legal Reservations Reservations, the Perfection Requirements and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the 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 Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, Subsidiaries that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.125.12 or the last 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 DateDate pursuant to the last paragraph of Section 4.01.