Common use of The Security Documents Clause in Contracts

The Security Documents. The provisions of the Security Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws or by the Legal Reservations) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instrumentsinstruments, Chattel Paper chattel paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (viv) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (2except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreement), upon the timely and proper PPSA filings filing of financing statements listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured creditor, in the secretary of state’s office (and equivalent filings or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests created under the Civil Code Pledge Agreement in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreement) security interests in the Collateral (as described in the Pledge Agreement (other than Collateral in which a fully perfected security interest cannot be perfected under the UCC as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (c) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral (as described in the Security Agreement) specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all InstrumentsInstruments (as defined in the Security Agreement), Chattel Paper (as defined in the Security Agreement) and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicablethat the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable lawApplicable Law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims Commercial Tort Claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicable), other than Excluded Deposit Accounts) and (viv) the recordation establishment of the Patent Security Agreement, if applicable, and Collateral Agent’s “control” (within the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation meaning of the Copyright Security Agreement in U.S. Copyrights, if applicable, in UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the form attached to the U.S. Security Agreement with the United States Copyright OfficeCollateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in and to the Initial extent required by the U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions, and (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code registrations in favor of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has have been made (to the extent provided in the Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions.

The Security Documents. The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the U.S. Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents Agreement), and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable)claims, (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCCUniform Commercial Code) with respect to any deposit account (as applicable)account, (viv) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright OfficeOffice and (vi) the notation of the Collateral Agent’s Lien on any goods subject to a certificate of title, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens. (b) The provisions of the Canadian Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, in each case, valid and enforceable security interest (except to the extent perfection can that the enforceability thereof may be accomplished under limited by applicable law through these actionsbankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Canadian Credit Parties in the Collateral (as described in the Canadian Security Agreement), and upon (i) the timely and proper filing of financing statements listing each applicable Canadian Credit Party, as a debtor, and Collateral Agent, as secured party, in the province or territory where each Canadian Credit Party has its chief executive office (within the meaning of the PPSA) and each other jurisdiction as may be necessary to perfect the security interests purported to be created by the Canadian Security Agreement, (2ii) delivery by each Canadian Credit Party of all instruments, chattel paper and certificated pledged Equity Interests to the Collateral Agent in the Province of Ontario, together with executed and undated endorsements for transfer in the case of certificated pledged Equity Interests, (iii) execution of a control agreement establishing the Collateral Agent’s “control” with respect to any deposit account, (iv) the recordation of the Confirmation of Security Interest in the form attached to the Canadian Security Documents Agreement in the Canadian Intellectual Property Office, and Canadian (v) the notation of the Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code Agent’s Lien on any goods subject to a certificate of Quebec, to the extent applicable)title, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the respective Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Collateral (as described in the Canadian CollateralSecurity Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, . (3c) in the case of the UK Security Documents and UK Collateral described therein, upon Upon the timely and proper filing by of financing statements listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured party, in the Collateral Agent secretary of state’s office (or other similar governmental entity) of the Initial UK Security Agreementjurisdiction of organization of such Credit Party (or in the case of any Canadian Credit Party in the province or territory where such Canadian Credit Party has its chief executive office (within the meaning of the PPSA), relevant Additional Security Documents and the security interests created by it or them with Companies House, under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the UK Security DocumentsPledge Agreement) a fully perfected security interest interests in all right, title and interest the Collateral (as described in all of the UK CollateralPledge Agreement), subject to no other Liens other than Permitted Liens. (d) Each Mortgage creates, in each caseas security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent perfection can that the enforceability thereof may be accomplished under limited by applicable law through these actionsbankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (4regardless of whether enforcement is sought in equity or at law) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Singapore Security Documents and Singapore Collateral described therein, upon Agent (ior such other trustee as may be required or desired under local law) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Singapore Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUGLiens related thereto), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (viv) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (2except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreement), upon the timely and proper PPSA filings filing of financing statements listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured creditor, in the secretary of state’s office (and equivalent filings or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests created under the Civil Code Pledge Agreement in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreement) security interests in the Collateral (as described in the Pledge Agreement (other than Collateral in which a fully perfected security interest cannot be perfected under the UCC as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions)), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCCUniform Commercial Code) with respect to any deposit account (as applicable)account, (viv) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (2except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreement), upon the timely and proper PPSA filings filing of financing statements listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured party, in the secretary of state’s office (and equivalent filings or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests created under the Civil Code Pledge Agreement in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreement) security interests in the Collateral (as described in the Pledge Agreement (other than Collateral in which a fully perfected security interest cannot be perfected under the UCC as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (c) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents are or will be Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties Borrower and Holdings in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, for the benefit Agent of the Secured Creditors, has 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 provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws or by the Legal Reservations) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon the (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Sections 9.12, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid, enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicablethat the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable lawApplicable Law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims Commercial Tort Claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicable), other than Excluded Deposit Accounts) and (viv) the recordation establishment of the Patent Security Agreement, if applicable, and Collateral Agent’s “control” (within the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation meaning of the Copyright Security Agreement in U.S. Copyrights, if applicable, in UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the form attached to the U.S. Security Agreement with the United States Copyright OfficeCollateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in and to the Initial extent required by the U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions, (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code registrations in favor of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has have been made (to the extent provided in the Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions, actions and (3z) in the case of each other Security Document and the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent filings of the Initial UK Security Agreement, relevant Additional Security Documents required filings and the security interests created by it or them with Companies House, registrations in favor of the Collateral Agent, for the benefit of the Secured Creditors, has and the other actions required by the terms of such Security Documents, have been made (to the extent provided in the UK such Security DocumentsDocument) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK CollateralCollateral described therein, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, for the benefit Agent of the Secured Creditors, has 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 provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 6.12, 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or by the Legal Reservationsat law) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon as a result of (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization organization, formation, registration or incorporation, as the case may be, of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the Initial U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection is required under the Initial U.S. Security Agreement and can be accomplished under applicable law through these actions, and (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian CollateralCollateral described therein, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under the applicable law described in this paragraph through these actions, actions (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (except to the extent provided in such actions or perfection is not required by this Agreement or the UK Initial U.S. Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in SingaporeAgreement), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest or hypothec (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreements), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (ib) the timely and proper filing of financing statements (or other local equivalent) listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iiic) sufficient identification of commercial tort claims (as applicable), (ivd) execution of a control agreement or blocked account agreement (if applicable) establishing the Collateral Agent’s “control” (within the meaning of the New York UCCUniform Commercial Code) with respect to any deposit account or providing the Collateral Agent with a perfected, first priority security interest or hypothec (as applicable)subject to no other Liens other than Permitted Liens) in all amounts from time to time on deposit in such deposit account, (ve) the recordation of the Patent Notice of Grant of Security AgreementInterest in U.S. federally registered or applied for patents, if applicable, and the Trademark Notice of Grant of Security AgreementInterest in U.S. federally issued or applied for trademarks, if applicable, in the respective form attached to the Initial U.S. relevant Security Agreement, in each case in the United States Patent and Trademark Office and Office, (vif) the recordation Notice of the Copyright Grant of Security Agreement Interest in U.S. Copyrightsfederally registered copyrights, if applicable, in the form attached to the U.S. relevant Security Agreement with the United States Copyright Office, and (g) the Confirmation of Grant of Security Interest in Canadian Copyrights, Patents and Trademarks, if applicable, in the form attached to the Canadian Security Agreement with the Canadian Intellectual Property Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), Agreements) a fully perfected security interest or hypothec in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security AgreementAgreements), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. Notwithstanding anything herein to the contrary, the Credit Parties shall not be required to take any action to perfect any security interest in any Collateral consisting of Intellectual Property under the laws of any jurisdiction outside of the United States or Canada or any other Collateral under the laws of any jurisdiction outside of the United States and Canada (2other than to perfect against any Equity Interests and/or debt obligation of [Redacted – Name of Subsidiary]). (b) The provisions of the Pledge Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest or hypothec (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreements), upon the timely and proper PPSA filings filing of financing statements (or other local equivalent) listing each applicable Credit Party, as a debtor, and equivalent filings Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests or hypothecs created under the Civil Code Pledge Agreements in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreements) security interests or hypothecs in the Collateral (as described in the Pledge Agreements (other than Collateral in which a fully perfected security interest or hypothec cannot be perfected under the UCC or PPSA as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (c) Upon delivery in accordance with Section 8.12 or 8.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Administrative Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright OfficeOffice and (v) upon the taking of possession or control by the Administrative Agent of the 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 Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Collateral Administrative Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Initial U.S. Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Administrative Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest or hypothec (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreements), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (ib) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iiic) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (vd) the recordation of the Patent Notice of Grant of Security AgreementInterest in U.S. federally registered or applied for patents, if applicable, and the Trademark Notice of Grant of Security AgreementInterest in U.S. federally issued or applied for trademarks, if applicable, in the respective form attached to the Initial U.S. relevant Security Agreement, in each case in the United States Patent and Trademark Office and Office, (vie) the recordation Notice of the Copyright Grant of Security Agreement Interest in U.S. Copyrightsfederally registered copyrights, if applicable, in the form attached to the U.S. relevant Security Agreement with the United States Copyright Office, and (f) the Confirmation of Grant of Security Interest in Canadian Copyrights, Patents and Trademarks, if applicable, in the form attached to the Canadian Security Agreement with the Canadian Intellectual Property Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), Agreements) a fully perfected security interest or hypothec in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security AgreementAgreements), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. Notwithstanding anything herein to the contrary, the Credit Parties shall not be required to take any action to perfect any security interest in any Collateral consisting of Intellectual Property under the laws of any jurisdiction outside of the United States or Canada or any other Collateral under the laws of any jurisdiction outside of the United States and Canada (2other than to perfect against any Equity Interests and/or debt obligation of [Redacted – Name of Subsidiary]). (b) The provisions of the Pledge Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest or hypothec (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreements), upon the timely and proper PPSA filings filing of financing statements (or other local equivalent) listing each applicable Credit Party, as a debtor, and equivalent filings Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests or hypothecs created under the Civil Code Pledge Agreements in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreements) security interests or hypothecs in the Collateral (as described in the Pledge Agreements (other than Collateral in which a fully perfected security interest or hypothec cannot be perfected under the UCC or PPSA as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (c) Upon delivery in accordance with Section 8.11 or 8.12 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, Agent (or the collateral agent under the Existing Term Loan Credit Agreement as bailee for the benefit Collateral Agent pursuant to the First Lien Intercreditor Agreement) of the Secured Creditors, has 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 (or the collateral agent under the Existing Term Loan Credit Agreement as bailee for the Collateral Agent pursuant to the First Lien Intercreditor Agreement) to the extent provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Collateral Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Real Property Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, for the benefit Agent of the Secured Creditors, has 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 provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 6.12, 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or by the Legal Reservationsat law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) the execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), and (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicableother than Excluded Accounts), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has registrations have been made (to the extent provided in the Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, actions and (3z) in the case of the UK each U.K. Security Documents Document and UK U.K. Collateral described therein, upon the timely required filings and proper filing by the Collateral Agent of the Initial UK Security Agreementregistrations, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has have been made (to the extent provided in the UK U.K. Security Documents) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican U.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery, if any, in accordance with Section 9.12 or 9.13 as applicable and to the extent required hereunder, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, Agent (or the collateral agent under the Existing Term Loan Credit Agreement as bailee for the benefit Collateral Agent pursuant to the First Lien Intercreditor Agreement) of the Secured Creditors, has 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 (or the collateral agent under the Existing Term Loan Credit Agreement as bailee for the Collateral Agent pursuant to the First Lien Intercreditor Agreement) to the extent provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Collateral Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Real Property Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Documents), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of appropriate Uniform Commercial Code financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in the U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in of the Initial U.S. type required by the Security Agreement)Documents, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, by such filings and the taking of such actions (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in SingaporeExcluded Perfection Actions), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors' rights and by applicable Debtor Relief Laws equitable principles (regardless of whether enforcement is sought in equity or by the Legal Reservationsat law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable lawRequirements of Law, and (1i) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) as a result of the timely and proper filing of UCC financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s 's office (or other similar governmental entity) of in the jurisdiction of organization Location of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished by filing of financing statements under applicable law through these actionsRequirements of Law in such Location, (2ii) in the case of the each Canadian Security Documents Agreement and the Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the registrations required by any Canadian Security Documents) Agreement have been made to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Requirements of Law through these actions, and (3iii) in the case of each Dutch Security Agreement and the UK Security Documents and UK Dutch Collateral described therein, upon required registrations (in the timely and proper filing by the Collateral Agent case of the Initial UK Dutch Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit Agreement described in clause (iv) of the Secured Creditorsdefinition thereof) have been made, has notices have been given or acknowledgements have been received (in each case, to the extent provided in the UK such Dutch Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK CollateralDutch Collateral described in such Dutch Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Requirements of Law through these actions, and (4iv) in the case as a result of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration execution of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant partieseach Deposit Account Control Agreement, the Collateral AgentAgent for the benefit of the Secured Creditors has a first priority perfected security interest and Lien in each Deposit Account subject thereto. (b) Upon delivery, if any, in accordance with the Collateral and Guarantee Requirement, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local Requirement of Law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Singapore Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUGLiens related thereto), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Parties a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Loan Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Loan Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Loan Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)Deposit Account, (viv) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured CreditorsParties, has shall have (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security AgreementAgreement and other than Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or by the taking of the foregoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the Collateral Agentappropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured CreditorsParties, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents are or will be Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws or by the Legal Reservations) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon Guaranteed Creditors (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, Office and (v) upon the taking of possession or control by the Collateral Agent, for the benefit Agent of the Secured Creditors, has 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 provided in possession or control by the Initial U.S. Collateral Agent is required by the Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Canadian Security DocumentsAgreement) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or by the Legal Reservations) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon other (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or by the Legal Reservationsat law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) the execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. The provisions of the Security Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws or by the Legal ReservationsLaws) in all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, and (vii) the timely and proper notation of the Collateral Agent’s Lien on the original certificates of title with respect to Titled Goods owned as of the Closing Date, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), Documents) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement)Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, and (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon (i) the timely and proper filings of PPSA filings financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the jurisdiction of organization of such Credit Party, the jurisdiction of the chief executive office of such Credit Party (and equivalent filings or jurisdiction of the registered office of any Credit Party formed under the Civil Code federal laws of QuebecCanada) and any province or territory where tangible personal property constituting Canadian Collateral included in the Borrowing Base is located, (ii) receipt by the Collateral Agent of all instruments, chattel paper and securities that are certificated constituting Canadian Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank and (iii) the execution of the applicable Intellectual Property Security Agreements in the forms attached to the extent applicable)Canadian Security Agreement and filing of same in the Canadian Intellectual Property Office, the Collateral Agent, for the benefit of the applicable Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case as a result of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection is required under the Security Agreement and can be accomplished under applicable law described in this paragraph through these actions. (b) Upon delivery in accordance with Section 9.12, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicable)that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all MACROBUTTON DocID third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreements and each other Security Document are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Security Agreementgrant of security interest in U.S. Patents, if applicable, and the Trademark Security Agreementgrant of security interest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viiii) the recordation of the Copyright Security Agreement grant of security interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2y) in the case of the Canadian each Bahamian Security Documents Agreement and Canadian Bahamian Collateral described therein, upon the timely execution and proper PPSA filings delivery of the Bahamian Security Agreements and the Bahamian Collateral and (z) in the case of each English Security Agreement and equivalent filings under the Civil Code English Collateral described therein, (i) registration of Quebec, the particulars of each English Security Agreement other than the English Share Charge at Companies House in England and Wales in accordance with and to the extent applicablerequired by the Companies ▇▇▇ ▇▇▇▇ (as amended from time to time) or any regulations relating to the registration of charges made under, or applying the provisions of, the Companies ▇▇▇ ▇▇▇▇ (as such regulations and the Companies ▇▇▇ ▇▇▇▇ may be amended from time to time), the Collateral Agent, for the benefit and (ii) delivery of the Secured Creditorsnotices as required under each English Security Agreement to perfect any security interest therein, has been made (to the extent provided in the Canadian relevant English Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, English Collateral (3) in the case of the UK Security Documents and UK Collateral as described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican English Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican CollateralAgreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest except to the extent that the enforceability thereof may be limited to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditor’s rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Pledge Agreement Collateral (as described in the Pledge Agreement) and, upon the timely and proper filing of financing statements or other similar filings in the relevant jurisdictions listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee for the benefit of the Secured Creditors, constitute perfected (to the extent provided in the Pledge Agreement) security interests in the Pledge Agreement Collateral (as described in the Pledge Agreement) (other than Pledge Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or by the taking of the foregoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable laws through these actions. (c) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Credit Parties in the Collateral specified therein (as described in which a security interest can be created under applicable lawthe Security Agreement), and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (viv) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (viv) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) The provisions of the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (2except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in the case all right, title and interest of the Canadian Security Documents and Canadian Credit Parties in the Collateral (as described thereinin the Pledge Agreement), upon the timely and proper PPSA filings filing of financing statements listing each applicable Credit Party, as a debtor, and Collateral Agent, as secured creditor, in the secretary of state’s office (and equivalent filings or other similar governmental entity) of the jurisdiction of organization of such Credit Party, the security interests created under the Civil Code Pledge Agreement in favor of Quebec, to the extent applicable), the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, has constitute perfected (to the extent provided in the Canadian Security DocumentsPledge Agreement) security interests in the Collateral (as described in the Pledge Agreement (other than Collateral in which a fully perfected security interest cannot be perfected under the UCC as in all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to effect at the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge time in the relevant Partners Registry Book, jurisdiction or by the Collateral Agent, for the benefit taking of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateralforegoing actions), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (c) [Reserved].

The Security Documents. The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable lawApplicable Law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims Commercial Tort Claims (as applicable), (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicable), other than Excluded Deposit Accounts) and (viv) the recordation establishment of the Patent Security Agreement, if applicable, and Collateral Agent’s “control” (within the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation meaning of the Copyright Security Agreement in U.S. Copyrights, if applicable, in UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the form attached to the U.S. Security Agreement with the United States Copyright OfficeCollateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in and to the Initial extent required by the U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions, and (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code registrations in favor of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has have been made (to the extent provided in the Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions, actions and (3z) in the case of each other Security Document and the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent filings of the Initial UK Security Agreement, relevant Additional Security Documents required filings and the security interests created by it or them with Companies House, registrations in favor of the Collateral Agent, for the benefit of the Secured Creditors, has and the other actions required by the terms of such Security Documents, have been made (to the extent provided in the UK such Security DocumentsDocument) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK CollateralCollateral described therein, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law Applicable Law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest can be created under applicable lawSecurity Agreement Collateral, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Administrative Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Security Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case ) constituting Collateral (as described in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankthe Security Agreement), (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable), (v) the recordation of the Patent Grant of Security AgreementInterest in U.S. Patents, if applicable, and the Trademark Grant of Security AgreementInterest in U.S. Trademarks, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and Office, (viiv) the recordation Grant of the Copyright Security Agreement Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright OfficeOffice and (v) upon the taking of possession or control by the Administrative Agent of the 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 Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Collateral Administrative Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the Initial U.S. Security Agreement), a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Canadian Security Documents) a fully perfected security interest in all right, title and interest in all of the Canadian Security Agreement Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these by the taking of the foregoing actions. (b) [Reserved]. (c) Upon delivery in accordance with Sections 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (3except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the case appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Administrative Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it (or them with Companies House, the Collateral Agent, such other trustee as may be required or desired under local law) for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties Liens related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.

The Security Documents. (a) The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), and (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicableother than Excluded Accounts), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has registrations have been made (to the extent provided in the such Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, actions and (3z) in the case of the UK each U.K. Security Documents Document and UK U.K. Collateral described therein, upon the timely required filings and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has registrations have been made (to the extent provided in the UK U.K. Security Documents) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican U.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery, if any, in accordance with Section 9.12 or 9.13, as applicable, and to the extent required hereunder, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Documents Agreement are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in all right, title and interest of the Credit Parties in the Collateral (as described in the Security Agreement) specified therein in which a security interest can be created under applicable law, and (1) in the case of the U.S. Security Documents and U.S. Collateral described therein, upon upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured partycreditor, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all InstrumentsInstruments (as defined in the Security Agreement), Chattel Paper (as defined in the Security Agreement) and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), (iv) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account (as applicable)account, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. CopyrightsAgreement, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery in accordance with Section 9.12 or 9.13 as applicable, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (2) in the case of the Canadian Security Documents and Canadian Collateral described therein, upon the timely and proper PPSA filings (and equivalent filings under the Civil Code of Quebec, except to the extent applicablethat the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent, Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, has (superior and prior to the extent provided in rights of all third Persons (except as may exist pursuant to the Canadian Security DocumentsPermitted Encumbrances related thereto) a fully perfected security interest in all right, title and interest in all of the Canadian Collateral, subject to no other Liens (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (3) in the case of the UK Security Documents and UK Collateral described therein, upon the timely and proper filing by the Collateral Agent of the Initial UK Security Agreement, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the UK Security Documents) a fully perfected security interest in all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties related thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions.. 8.12

The Security Documents. (a) The provisions of the Security Documents Agreements are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest interests and Liens (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by the Legal Reservationsequitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable law, and (1x) in the case of the U.S. Security Documents Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) the receipt by the Cash Flow Agent, as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the New York UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, (iii) sufficient identification of commercial tort claims (as applicable), and (iviii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York UCC) with respect to any deposit account Deposit Account (as applicableother than Excluded Accounts), (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Initial U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement with the United States Copyright Office, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Initial U.S. Security Agreement), ) a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the Initial U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (2y) in the case of the each Canadian Security Documents Agreement and Canadian Collateral described therein, upon the timely proper filings of PPSA financing statements and proper PPSA other required filings (and equivalent filings under the Civil Code of Quebec, to the extent applicable), the Collateral Agent, for the benefit of the Secured Creditors, has registrations have been made (to the extent provided in the thesuch Canadian Security DocumentsAgreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, actions and (3z) in the case of the UK each U.K. Security Documents Document and UK U.K. Collateral described therein, upon the timely required filings and proper filing by the Collateral Agent of the Initial UK Security Agreementregistrations, relevant Additional Security Documents and the security interests created by it or them with Companies House, the Collateral Agent, for the benefit of the Secured Creditors, has have been made (to the extent provided in the UK U.K. Security Documents) to create a fully perfected security interest in and Lien on all right, title and interest in all of the UK Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (4) in the case of the Singapore Security Documents and Singapore Collateral described therein, upon (i) the proper registration of the Singapore Security Documents and the security interests created by them (where applicable) with the Accounting and Corporate Regulatory Authority in Singapore within 30 days of the date of such document if it is executed in Singapore, or within 37 days of the date of such document if it is executed outside of Singapore, by the parties thereto, (ii) stamping of the Singapore Security Documents (where applicable) within 14 days of execution in Singapore (or, if such Singapore Security Document is executed outside of Singapore, within 30 days of the date such Singapore Security Document is received in Singapore), by the parties thereto, and (iii) the giving of notices of charges and assignment (where applicable) to the relevant parties, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Singapore Security Documents) a fully perfected security interest in all right, title and interest in all of the Singapore Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions and (5) in the case of Mexican Security Documents and the Mexican Collateral described therein, upon the (i) execution of the relevant Mexican Security Documents, and ratification of signatures before a Mexican notary public, (ii) filing and registration of the relevant Mexican Security Documents before the Mexican Sole Registry of Movable Assets (Registro Único de Garantías Mobiliarias - RUG), and (iii) if applicable, the entry of the pledge in the relevant Partners Registry Book, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the Mexican Security Documents) a fully perfected security interest in all right, title and interest in all of the Mexican U.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. (b) Upon delivery, if any, in accordance with Section 9.12 or 9.139.13, as applicable, and to the extent required hereunder, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office, perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).