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Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.

Section # Security Documents. (a) Valid Liens. Each Collateral Document delivered pursuant to [Section[Section 4.01] and [[Sections 6.‎6.11, 6.‎6.13 and 6.14]4]4]]4]4]‎6.16 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created therebythereby, and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)]4] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements,statements or the taking of possession or control, in each case subject to no Liens other than Liens permitted hereunder.by ‎[Section 7.01].

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created therebythereby, and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)]4] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements,statements or the taking of possession or control, in each case subject to no Liens other than Liens permitted hereunder.by [Section 7.01].

Valid Liens. Each CollateralSecurity Document delivered pursuant to [Section 4.01]Sections ‎5.10 and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4]‎5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral AgentAgent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, each of the Loan Party’s respective right, title and interest in and to the Collateral described thereinthereunder, and in the case of # pledged equity interests represented by certificates # when such certificates are delivered to the extent intended to be created thereby andCollateral Agent or # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)3.19(d)] and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on [Schedule 3.19(d)] and such other filings as are specified on [Schedule 9] to the Perfection Certificate and # uponSecurity Agreement have been completed to the takingextent a security interest in such other Collateral can be perfected by such other filings, the Liens in favor of possession or control by the Collateral Agent ofcreated under such Collateral with respect to which a security interest may beSecurity Document will constitute valid, enforceable and fully perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfectedfirst priority Liens on, and security interests in (to the extent intended to be created thereby),in, all right, title and interest of the grantors thereunder in such Collateral to the extent perfection can be obtained by filing financing statements,Collateral, in each case subject to no Liens other than Liens permitted hereunder.Permitted Liens.

Valid Liens.Section # Perfection, etc. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4]this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein) in favor of the CollateralAdministrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and required to be perfected therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and # when financing statements and other filings in appropriate form are filed or registered, as applicable, in the offices of the Secretary of State or other applicable filing officesoffice of Parent’s and each other Loan Party’s jurisdiction of organization, formation or incorporation and applicable documents are filed and recorded as applicable in the jurisdictions specified on [Schedule 1(a)] toUnited States Copyright Office or the Perfection CertificateUnited States Patent and Trademark Office and # upon the taking of possession or control by the CollateralAdministrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the CollateralAdministrative Agent to the extent possession or control by the CollateralAdministrative Agent is required by the Security Agreement)applicable Collateral Document), the Liens created by the Collateral Documents shall constitute fully perfected first priority Liens so far as possible under relevant law on, and security interests in (to the extent intended to be created thereby)thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to nofree and clear of any Liens other than Liens permitted hereunder.hereunder).

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, beSECTION # Security Documents. The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties,Parties a legal, valid and enforceable first priority Lien (subject to Liens on,permitted by [Section 6.02]) on all right, title and security interests in,interest of the respective in the Collateral described therein to secure the extent intendedSecured Obligations, except for any failure that would not constitute an Event of Default under [Section 7.01(p)]. Except for # filings and actions completed on or prior to be created therebythe Effective Date and as contemplated hereby and by the Security Documents, and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of suchthe Collateral with respect to which a security interest may be perfected only by possession or control (which possessioncontrol, no filing or control shallother action will be givennecessary to the Collateral Agentperfect such Liens to the extent possessionrequired thereunder, except for the failure to make any filing or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shallaction that would not constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interestan Event of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.Default under [Section 7.01(p)].

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, beSection # Security Documents . (a) The Security Agreement is effective to create in favor of the Collateral AgentAgent, for the benefit of the Secured Parties, a legal, validvalid, binding and enforceable Liens on, and security interests in,in the Security Agreement Collateral described therein toand the extent intended to be created therebyproceeds and products thereof and, when # when financing statements and other filings in appropriate form are filed in the applicable filing offices specified in the jurisdictions specified on [Schedule 1(a)] toPerfection Certificate (as updated in accordance with the Perfection Certificateterms hereof) and # upon the taking of possession or control by the Collateral Agent of suchthe Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by theeach Security Agreement)Document), the Liens created by the Collateral DocumentsSecurity Agreement shall constitute fully perfected first priority Liens on, and security interests in (to the extent intended to be created thereby),in, all right, title and interest of the grantors thereunder in suchthe Security Agreement Collateral (other than # the Intellectual Property Collateral (as defined in the Security Agreement), except to the extent perfection canthat the filing of a financing statement is sufficient to perfect a Lien in such Intellectual Property, and # such Security Agreement Collateral in which a security interest cannot be obtainedperfected under the UCC as in effect at the relevant time in the relevant jurisdiction by # the filing of the financing statements,statements referred to in [clause (i)] of this ‎[[Section 3.19(a) or (y)])]])] the taking of possession or control to the extent required by each Security Document), in each case subject to no Liens other than Liens permitted hereunder.Permitted Liens.

Valid Liens. EachSection # Security Interest in Collateral. The provisions of this Agreement and the other Note Documents create legal and valid Liens on all the Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, be effective to create in favor of the Collateral AgentAgent, for the benefit of the Secured Parties, legal, valid and such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable Note Party and all third parties, and having priority over all other Liens on, and security interests in,on the Collateral described thereinexcept in the case of # Permitted Liens, to the extent intended to be created thereby and # when financing statements and other filingsany such Permitted Liens would have priority over the Liens in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the takingfavor of possession or control by the Collateral Agent of such Collateral with respectpursuant to which a security interest may beany applicable law and # Liens perfected only by possession or control (which(including possession or control shall be givenof any certificate of title), to the extent the Collateral Agent to the extenthas not obtained or does not maintain possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantorssuch Collateral, as provided in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.Documents.

Valid Liens. Each Collateral Document, other than any Collateral Document delivered pursuantreferred to in the preceding paragraphs of this [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will,21], upon execution and delivery thereof,thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral AgentAgent, for the benefit of the Secured Parties, legal,a valid and enforceable Liens on, and security interests in,interest in the Collateral described therein to the extent intended tosubject thereto (except as such enforceability may be created therebylimited by Debtor Relief Laws and # when financing statementsgeneral principles of equity), and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to whichwill constitute a fully perfected security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantorsCredit Parties in suchthe Collateral subject thereto, prior and superior to the extent perfection can be obtained by filing financing statements, in each caserights of any other Person, but subject to no Liens other than Liens permitted hereunder.Permitted Liens.

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [[Sections 6.11, 6.13 and 6.14]4]4]]4]4] will, upon execution and delivery thereof, beMortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to createcreate, in favor of the Collateral AgentAgent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interestsinterest in, all of the Collateral described thereinLoan Parties’ right, title and interest in and to the extent intendedMortgaged Properties thereunder and the proceeds thereof, subject only to be created therebyLiens permitted hereunder, and # when financing statements and other filings in appropriate formthe Mortgages are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)]6] to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and # upondelivered after the takingdate thereof in accordance with the provisions of possession or control by[[Sections 6.11, 6.13 and 6.14]4]4]]4]4], when such Mortgage is filed in the Collateral Agent of such Collateraloffices specified in the local counsel opinion delivered with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given tothereto in accordance with the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement)provisions of [[Sections 6.11, 6.13 and 6.14]4]4]]4]4]), the Liens created by the Collateral DocumentsMortgages shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby),in, all right, title and interest of the grantorsLoan Parties in such Collateral to the extent perfection can be obtained by filing financing statements,Mortgaged Properties and the proceeds thereof, in each case subjectprior and superior in right to no Liensany other person, other than Liens permitted by hereunder.

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