1011778 B.C. UNLIMITED LIABILITY COMPANY NEW RED FINANCE, INC. Purchase AgreementPurchase Agreement • July 31st, 2015 • Restaurant Brands International Inc. • Retail-eating places • New York
The Securities and the Guarantees will be secured by a first-priority lien (which will be pari passu in right of payment and security with the obligations in respect of the Amended Credit Agreement (as defined below), subject to certain Permitted Liens (as defined below), on substantially all of the tangible and intangible assets of the Issuers and the Guarantors, now owned or hereafter acquired by either of the Issuers or any Guarantor, that secure borrowings under the Amended Credit Agreement on a pari passu first-priority basis, subject to certain exceptions described in the Time of Sale Information and the Offering Memorandum (each as defined below) (the “Collateral”). The Collateral shall be described in (a) with respect to fee-owned real property that constitutes Collateral, the mortgages, debentures, hypothecs, deeds of trust or deeds to secure debt (collectively, the “Mortgages”) pursuant to the terms of Schedule 3 hereto, (b) with respect to personal property that constitutes
