Common use of 19Security Documents Clause in Contracts

19Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Deposit Account or Securities Account constituting Collateral under the Guarantee and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​ (b) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3).

19Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, continuing and enforceable Lien on the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Subject to the ABL Intercreditor Agreement, upon (i) the filing of UCC financing statements, naming the Agent as secured party, Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in the Collateral described therein in, to and proceeds thereof. In the case under all right, title and interest of the Pledged Stock described Loan Parties in all such Collateral that may be perfected by the Guarantee filing of a UCC financing statement, and Collateral Agreement that are securities represented by (ii) the delivery of any stock certificates or otherwise representing Equity Interests (and constituting “certificated securities securities” within the meaning of Section 8-102(a)(15the UCC) that are required to be pledged pursuant to the Security Agreement to the Agent, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all such Collateral that may be perfected by obtaining control, in each case prior and superior in right to any other Person (other than holders of Permitted Encumbrances having priority by operation of Law and of Permitted Encumbrances permitted by clauses (h) or (w) of the New York UCC definition thereof). (b) When the Security Agreement (or the corresponding code or statute of a short form thereof including any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, intellectual property security agreement) is filed in the case of any Deposit Account or Securities Account constituting Collateral under United States Patent and Trademark Office, the Guarantee United States Copyright Office and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)II of the Security Agreement, the Administrative Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to United States Patent and Trademark Office and the extent that such Lien and security interest United States Copyright Office may be perfected necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​ (b) Each of the Mortgages, if any, delivered applicable Loan Parties after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3Date).

19Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“"Certificated Securities”"), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Deposit Account or Securities Account constituting Collateral under the Guarantee and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​. (b) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3). (c) Each Limited Recourse Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the collateral described therein and proceeds thereof. In the case of the pledged Capital Stock described in the Limited Recourse Pledge Agreements that are Certificated Securities, when certificates ​ ​ representing such pledged Capital Stock are delivered to the Administrative Agent and when financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Limited Recourse Pledgors in such collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person, to the extent that such Lien and security interest may be perfected by the taking of possession of such collateral or the filing of such financing statements and other filings. The Capital Stock pledged pursuant to the Limited Recourse Pledge Agreements constitutes 100% of the issued and outstanding Capital Stock of Borrower.

19Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable Lien on the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon (i) the filing of UCC financing statements, naming the Agent as secured party, Domestic Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Domestic Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by the filing of a UCC financing statement, and (ii) the obtaining of “control” (as defined in the Collateral described therein UCC) of any such Collateral, the Agent will have a perfected Lien on, and proceeds thereof. In the case security interest in, to and under all right, title and interest of the Pledged Stock described Domestic Loan Parties in the Guarantee all such Collateral that may be perfected by obtaining control, in each case prior and Collateral Agreement that are securities represented superior in right to any other Person (other than holders of Permitted Encumbrances having priority by stock certificates operation of Law and of Permitted Encumbrances permitted by clauses (h) or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15(v) of the New York UCC definition thereof). (b) When the Security Agreement (or the corresponding code or statute of a short form thereof including any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, intellectual property security agreement) is filed in the case of any Deposit Account or Securities Account constituting Collateral under United States Patent and Trademark Office, the Guarantee United States Copyright Office and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, Canadian Intellectual Property Office and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)II of the Security Agreement, the Administrative Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral and (as defined in the proceeds thereofSecurity Agreement or the Canadian Security Documents, as applicable) in which a security for interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the ObligationsUnited States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office, Liens permitted by Section 7.3), to the extent that such Lien United States Copyright Office and security interest the Canadian Intellectual Property Office may be perfected necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the taking of possession of such Collateral, applicable Loan Parties after the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​Effective Date). (bc) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to The Canadian Security Documents create in favor of the Administrative Agent, for the benefit of the Secured Canadian Credit Parties, a legal, valid valid, continuing and enforceable Lien on security interest in the Mortgaged Properties described therein Collateral (as defined in the Canadian Security Documents), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of the financing statements, releases and when the Mortgages are filed other filings in appropriate form in the offices for specified in Schedule II of the applicable jurisdictions in which General Security Agreement forming part of the Mortgaged Properties are locatedCanadian Security Documents, each such Mortgage shall constitute the Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in all Collateral that may be perfected under the PPSA (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgagePPSA), in each case prior and superior in right to any other Person (subject to the Liens permitted other than holders of Permitted Encumbrances having priority by Section 7.3operation of Law).

19Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Deposit Account or Securities Account constituting Collateral under the Guarantee and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right ​ ​ to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​. (b) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3). (c) Each Limited Recourse Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the collateral described therein and proceeds thereof. In the case of the pledged Capital Stock described in the Limited Recourse Pledge Agreements that are Certificated Securities, when certificates representing such pledged Capital Stock are delivered to the Administrative Agent and when financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Limited Recourse Pledgors in such collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person, to the extent that such Lien and security interest may be perfected by the taking of possession of such collateral or the filing of such financing statements and other filings. The Capital Stock pledged pursuant to the Limited Recourse Pledge Agreements constitutes 100% of the issued and outstanding Capital Stock of Borrower.

19Security Documents. ​ (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Deposit Account or Securities Account constituting Collateral under the Guarantee and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​ (b) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3). (c) Each Limited Recourse Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security ​ ​ interest in the collateral described therein and proceeds thereof. In the case of the pledged Capital Stock described in the Limited Recourse Pledge Agreements that are Certificated Securities, when certificates representing such pledged Capital Stock are delivered to the Administrative Agent and when financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Limited Recourse Pledgors in such collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person, to the extent that such Lien and security interest may be perfected by the taking of possession of such collateral or the filing of such financing statements and other filings. The Capital Stock pledged pursuant to the Limited Recourse Pledge Agreements constitutes 100% of the issued and outstanding Capital Stock of Borrower.

19Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”Security Agreement), when certificates representing such Pledged Stock are delivered the enforceability of which is subject to the Administrative Agentapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in the case of any Deposit Account a proceeding in equity or Securities Account constituting Collateral under the Guarantee and Collateral Agreementat law. The financing statements, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in such Collateral that may be perfected under the UCC (in effect on Schedule 4.19(athe date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 4.19(a)II of the Security Agreement, the Administrative Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such trademarks, patents and related assets constituting Intellectual Property Collateral (as defined in the Security Agreement) other than Copyrights (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and the proceeds thereofTrademark Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other DB1/ 133985272.1133985272.4 ​ ​ Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to the extent that such Lien United States Patent and security interest Trademark Office may be perfected necessary to perfect a Lien on trademarks and patents acquired by the taking of possession of such Collateral, Loan Parties after the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​Fourth Restatement Date). (bc) Each of the Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to The Mortgages create in favor of the Administrative Agent, for the benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on in the Mortgaged Properties described therein Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, and when regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages are filed in with the offices for appropriate Governmental Authorities, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the all Mortgaged Properties and Property (including without limitation the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Mortgaged Property), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3)Person.

19Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In The financing statements, releases and other filings are in appropriate form and have been or will be filed in the case offices specified in Schedule II of the Pledged Stock described Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the Guarantee UCC) the Agent will have a perfected Lien on, and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) security interest in, to and under all right, title and interest of the New York grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC or (in effect on the corresponding code or statute of date this representation is made) in each case prior and superior in right to any other applicable jurisdiction Person. (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to b) When the Administrative Agent, Security Agreement (or a short form thereof) is filed in the case of any Deposit Account or Securities Account constituting Collateral under United States Patent and Trademark Office and the Guarantee United States Copyright Office and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on in Schedule 4.19(a)II of the Security Agreement, the Administrative Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the proceeds thereofUnited States Copyright Office, as security for the Obligationsapplicable, in each case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3), to United States Patent and Trademark Office and the extent that such Lien and security interest United States Copyright Office may be perfected necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the taking of possession of such Collateral, the effectiveness of a Control Agreement, or the filing of such financing statements and other filings. ​ ​ ​ ​ (b) Each of the Mortgages, if any, delivered Loan Parties after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.3Date).

19Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest ​ ​ in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Deposit Account or Securities Account constituting Collateral under the Guarantee and Collateral Agreement, upon the effectiveness of a Control Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a)) to the Disclosure Letter, the Administrative Agent, for the benefit of the Secured Parties, shall have have, to the extent that perfection can be accomplished by filing in such offices, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except for Liens permitted by Section 7.3), to excluding the extent that such Lien and security interest may be perfected by the taking effect of possession of such Collateral, the effectiveness of a Control Agreement, any non-U.S. law or the filing of such financing statements and other filings. ​ ​ ​ ​regulation. (b) Each of the MortgagesMortgages delivered after the Closing Date, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to the except for Liens permitted by Section 7.3).