Common use of The Security Documents Clause in Contracts

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (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)) 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 Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Applicable Law, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as applicable), (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Deposit Accounts) and (iv) establishment of the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the Collateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 by filing of financing statements under applicable Requirements of Applicable Law in such Locationthrough these actions, and (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement in favor of the Collateral Agent, for the benefit of the Secured Creditors, have been made (to the extent provided in the Canadian Security Agreement) 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 Requirements of Applicable Law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens (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 interest 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 Requirements of Law, and (i) in the case of the U.S. US Security Agreement Collateral and the U.S. UK Security Agreement Collateral described therein, upon 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 office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has will have, (i) upon its taking all actions required of it under the UCC, a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. US Security Agreement Collateral described therein (as described to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the US Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective US Security Agreement Collateral), subject to no other Liens other than Permitted Liens and (ii) when all filings in appropriate form are filed and recorded in the U.S. appropriate offices, a fully perfected security interest in all right, title and interest in all of the UK Security Agreement Collateral described therein (to the extent that such security interest can be perfected by filing appropriate forms or, to the extent required by the UK Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective UK Security Agreement Collateral), subject to no other Liens other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law US Security Agreement, in such Location, (ii) each case in the case of each Canadian United States Patent and Trademark Office, together with UCC filings made pursuant to the US Security Agreement and the Canadian Collateral described thereinAgreement, proper filings of PPSA financing statements and other required will create, as may be perfected by such filings and registrations required by any Canadian Security Agreement have been made to create recordation, a fully perfected security interest in the United States trademarks and Lien on all rightpatents covered by the US Security Agreement, title and interest in all the recordation of the Canadian Collateral, subject to no other Liens other than Permitted Liens, Grant of Security Interest in each case, U.S. Copyrights in the form attached to the extent perfection can be accomplished under applicable Requirements of Law through these actions, (iii) in the case of each Dutch US Security Agreement and with the Dutch Collateral described thereinUnited States Copyright Office, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, together with UCC filings made pursuant to the extent provided in such Dutch US Security Agreement) to create , will create, as may be perfected by such filings and recordation, a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch United States copyrights covered by the US Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 (as described in which a security interest or Lien can be created under applicable Requirements of Lawthe Security Agreement), and upon (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 partycreditor, in the secretary of state’s office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) the receipt by the Collateral Agent 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, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement, if applicable, in the form attached to the 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 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (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)) 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 Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law through these actions, actions and (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case as a result of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have has a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 (as described in the Security Agreement) specified therein in which a security interest or Lien can be created under applicable Requirements of Lawlaw, and upon (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 partycreditor, in the secretary of state’s office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) the receipt by the Collateral Agent of all Instruments (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, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement, if applicable, in the form attached to the 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 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Guaranteed Creditors a legal, valid and enforceable security interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the applicable Credit Parties in the Collateral specified therein in which a security interest or Lien can be created under applicable Requirements of LawSecurity Agreement Collateral, and upon (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the Security Agreement) constituting Collateral (as described in the Security Agreement), (iii) the recordation of the Grant of Security Interest in U.S. Patents, if applicable, and the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, (iv) the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office and (v) upon the taking of possession or control by 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) 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 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 possession or control by the Collateral Agent is required by the Security Agreement), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Collateral Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, (iii) in law by the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case taking of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these foregoing actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are 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 interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties Borrower and Holdings in the Collateral specified therein in which a security interest or Lien can be created under applicable Requirements of LawSecurity Agreement Collateral, and upon (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as defined in the Security Agreement) constituting Collateral (as described in the Security Agreement), (iii) the recordation of the Grant of Security Interest in U.S. Patents, if applicable, and the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, (iv) the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office and (v) upon the taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Collateral Agent, for the benefit of the Secured Guaranteed Creditors, has (to the extent provided in and required by the 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law through these actions, (iii) in law by the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case taking of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these foregoing actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Lawlaw, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of commercial tort claims (as applicable), and (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Accounts), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 Requirements of Law in such Locationlaw through these actions, (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement have been made (to the extent provided in the Canadian Security Agreement) 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 Requirements of Law law through these actions, actions and (iiiz) in the case of each Dutch U.K. Security Agreement Document and the Dutch U.K. Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) filings and registrations, have been made, notices have been given or acknowledgements have been received made (in each case, to the extent provided in such Dutch the U.K. Security AgreementDocuments) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security AgreementU.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 (as described in the Security Agreement) specified therein in which a security interest or Lien can be created under applicable Requirements of Lawlaw, and upon (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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 partycreditor, in the secretary of state’s office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) the receipt by the Collateral Agent of all Instruments (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, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office and (vi) the recordation of the Copyright Security Agreement, if applicable, in the form attached to the 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 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law 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 (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, except to the extent provided 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 such Dutch Security Agreementequity or at law)) to create a fully and, upon recordation in the appropriate recording office, perfected security interest in and Lien mortgage lien on all right, title and interest the respective Mortgaged Property in all favor of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors will have a first priority perfected security interest Creditors, superior and Lien in each Deposit Account 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.). 8.12

The Security Documents. (a) The provisions of the Security Documents Agreements and each other Security Document are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Lawlaw, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) the recordation of the grant of security interest in U.S. Patents, if applicable, and the grant of security interest in U.S. Trademarks, if applicable, in the respective form attached to the U.S. Security Agreement, in each case in the United States Patent and Trademark Office and (iii) the recordation of the 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 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 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 Requirements of Law in such Locationlaw through these actions, (iiy) in the case of each Canadian Bahamian Security Agreement and Bahamian Collateral described therein, upon the execution and delivery of the Bahamian Security Agreements and the Bahamian Collateral and (z) in the case of each English Security Agreement and the Canadian English Collateral described therein, proper filings (i) registration of PPSA financing statements the particulars of each English Security Agreement other than the English Share Charge at Companies House in England and other required filings Wales in accordance with and registrations to the extent required by the Companies Xxx 0000 (as amended from time to time) or any Canadian regulations relating to the registration of charges made under, or applying the provisions of, the Companies Xxx 0000 (as such regulations and the Companies Xxx 0000 may be amended from time to time), and (ii) delivery of notices as required under each English Security Agreement have to perfect any security interest therein, has been made (to the extent provided in the relevant English Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian CollateralEnglish Collateral (as described in the relevant English Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Lawlaw, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of commercial tort claims (as applicable), and (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Accounts), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 Requirements of Law in such Locationlaw through these actions, (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement have been made (to the extent provided in such Canadian Security Agreement) 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 Requirements of Law law through these actions, actions and (iiiz) in the case of each Dutch U.K. Security Agreement Document and the Dutch U.K. Collateral described therein, required filings and registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received made (in each case, to the extent provided in such Dutch the U.K. Security AgreementDocuments) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security AgreementU.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens (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 interest 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 Requirements of LawUS Security Agreement Collateral, and (i) in the case of the U.S. Security Agreement and the U.S. UK Collateral described therein, upon 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 office (or other similar governmental entity) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has will have, (i) upon its taking all actions required of it under the UCC, a fully perfected security interest in and Lien on all right, title and interest in all of the U.S. US Security Agreement Collateral described therein (as described to the extent that such security interest can be perfected by filing a UCC financing statement or, to the extent required by the US Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective US Security Agreement Collateral), subject to no other Liens other than Permitted Liens and (ii) when all filings in appropriate form are filed and recorded in the U.S. appropriate offices, a fully perfected security interest in all right, title and interest in all of the UK Collateral described therein (to the extent that such security interest can be perfected by filing appropriate forms or, to the extent required by the UK Security Agreement, by taking possession of (or taking certain other actions with respect to) the respective UK Collateral), subject to no other Liens other than Permitted Liens. In addition, the recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law US Security Agreement, in such Location, (ii) each case in the case of each Canadian United States Patent and Trademark Office, together with UCC filings made pursuant to the US Security Agreement and the Canadian Collateral described thereinAgreement, proper filings of PPSA financing statements and other required will create, as may be perfected by such filings and registrations required by any Canadian Security Agreement have been made to create recordation, a fully perfected security interest in the United States trademarks and Lien on all rightpatents covered by the US Security Agreement, title and interest in all the recordation of the Canadian Collateral, subject to no other Liens other than Permitted Liens, Grant of Security Interest in each case, U.S. Copyrights in the form attached to the extent perfection can be accomplished under applicable Requirements of Law through these actions, (iii) in the case of each Dutch US Security Agreement and with the Dutch Collateral described thereinUnited States Copyright Office, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, together with UCC filings made pursuant to the extent provided in such Dutch US Security Agreement) to create , will create, as may be perfected by such filings and recordation, a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch United States copyrights covered by the US Security Agreement, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (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)) 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 Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, Location and (ii) in the case of each the Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any the Canadian Security 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 Requirements of Law through these actions, actions and (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case as a result of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon execution of each Deposit Account Control AgreementAgreement (required hereunder and when executed), the Collateral Agent for the benefit of the Secured Creditors will have has a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Applicable Law, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as applicable), (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Deposit Accounts) and (iv) establishment of the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the Collateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 by filing of financing statements under applicable Requirements of Applicable Law in such Locationthrough these actions, (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement in favor of the Collateral Agent, for the benefit of the Secured Creditors, have been made (to the extent provided in the Canadian Security Agreement) 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 Requirements of Applicable Law through these actions, actions and (iiiz) in the case of each Dutch other Security Agreement Document and the Dutch Collateral described therein, required registrations (in the case proper filings of the Dutch Security Agreement described required filings and registrations in clause (iv) favor of the definition thereof) Collateral Agent, for the benefit of the Secured Creditors, and the other actions required by the terms of such Security Documents, have been made, notices have been given or acknowledgements have been received made (in each case, to the extent provided in such Dutch Security AgreementDocument) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security Agreementtherein, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Applicable Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Applicable Law, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of Commercial Tort Claims (as applicable), (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Deposit Accounts) and (iv) establishment of the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Letter of Credit Rights that are not supporting obligations of the Collateral, the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 by filing of financing statements under applicable Requirements of Applicable Law in such Locationthrough these actions, and (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement in favor of the Collateral Agent, for the benefit of the Secured Creditors, have been made (to the extent provided in the Canadian Security Agreement) 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 Requirements of Applicable Law through these actions, actions and (iiiz) in the case of each Dutch other Security Agreement Document and the Dutch Collateral described therein, required registrations (in the case proper filings of the Dutch Security Agreement described required filings and registrations in clause (iv) favor of the definition thereof) Collateral Agent, for the benefit of the Secured Creditors, and the other actions required by the terms of such Security Documents, have been made, notices have been given or acknowledgements have been received made (in each case, to the extent provided in such Dutch Security AgreementDocument) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security Agreementtherein, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Applicable Law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 Requirements of Lawlaw, and (ix) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) sufficient identification of commercial tort claims (as applicable), and (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit Account (other than Excluded Accounts), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the 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 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 Requirements of Law in such Locationlaw through these actions, (iiy) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security Agreement have been made (to the extent provided in thesuch Canadian Security Agreement) 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 Requirements of Law law through these actions, actions and (iiiz) in the case of each Dutch U.K. Security Agreement Document and the Dutch U.K. Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) filings and registrations, have been made, notices have been given or acknowledgements have been received made (in each case, to the extent provided in such Dutch the U.K. Security AgreementDocuments) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch Collateral described in such Dutch Security AgreementU.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements of Law law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (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)) 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 Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law through these actions, and (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon as a result of the execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have has a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interests and Liens interest or hypothec (except to the extent that the enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Requirements of Law laws generally affecting creditors’ rights and by equitable 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 (as described in which a security interest or Lien can be created under applicable Requirements of Lawthe Security Agreements), and upon (ib) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon the timely and proper filing of UCC financing statements (or other local equivalent) 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) in of the Location jurisdiction of organization of such Credit Party, (c) sufficient identification of commercial tort claims (as applicable), (d) execution of a control agreement or blocked account agreement (if applicable) establishing the Collateral Agent’s “control” (within the meaning of the New York Uniform Commercial Code) with respect to any deposit account or providing the Collateral Agent with a perfected, first priority security interest or hypothec (subject to no other Liens other than Permitted Liens) in all amounts from time to time on deposit in such deposit account, (e) the recordation of the Notice of Grant of Security Interest in U.S. federally registered or applied for patents, if applicable, and the Notice of Grant of Security Interest in U.S. federally issued or applied for trademarks, if applicable, in the respective form attached to the relevant Security Agreement, in each case in the United States Patent and Trademark Office, (f) the Notice of Grant of Security Interest in U.S. federally registered copyrights, if applicable, in the form attached to the 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 Security Agreements) a fully perfected security interest or hypothec in and Lien on all right, title and interest in all of the U.S. Collateral (as described in the U.S. Security AgreementAgreements), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, . Notwithstanding anything herein to the extent provided in such Dutch Security Agreement) contrary, the Credit Parties shall not be required to create a fully perfected take any action to perfect any security interest in and Lien on all right, title and interest in all any Collateral consisting of Intellectual Property under the laws of any jurisdiction outside of the Dutch United States or Canada or any other Collateral described in such Dutch Security Agreement, subject to no other Liens under the laws of any jurisdiction outside of the United States and Canada (other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable Requirements perfect against any Equity Interests and/or debt obligation of Law through these actions, and (iv) upon execution [Redacted – Name of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject theretoSubsidiary]).

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 interests and Liens interest (except to the extent that the enforceability thereof may be subject to limited by 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)Debtor Relief Laws) 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 Requirements of Lawlaw, and (i1) in the case of the U.S. Security Agreement Documents and the U.S. Collateral described therein, upon (i) 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 office (or other similar governmental entity) in of the Location jurisdiction of organization of such Credit Party, (ii) the receipt by the Collateral Agent 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, (v) the recordation of the Patent Security Agreement, if applicable, and the Trademark Security Agreement, if applicable, in the respective form attached to the U.S. Security Agreement, in each case in the United States Patent and Trademark 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 U.S. Security Documents) 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 U.S. Security Agreement)Collateral, 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 Requirements of Law in such Locationlaw through these actions, and (ii2) in the case of each the Canadian Security Agreement Documents and the Canadian Collateral described therein, upon (i) the timely and proper filings of PPSA financing statements listing each applicable Credit Party, as a debtor, and other required filings 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 (or jurisdiction of the registered office of any Credit Party formed under the federal laws of Canada) and registrations required any province or territory where tangible personal property constituting Canadian Collateral included in the Borrowing Base is located, (ii) receipt by any 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 Canadian Security Agreement have been made and filing of same in the Canadian Intellectual Property Office, the Collateral Agent, for the benefit of the applicable Secured Creditors, has (to create the extent provided in the Canadian Security Documents) 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 Requirements of Law law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law law through these actions, and (iv) upon execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have a first priority perfected security interest and Lien in each Deposit Account subject thereto.

The Security Documents. (a) The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors legal, valid and enforceable security interests and Liens (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)) 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 Requirements of Law, and (i) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon 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) in the Location of such Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, has 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 U.S. Security Agreement), subject to no other Liens other than Permitted Liens, to the extent perfection can be accomplished by filing of financing statements under applicable Requirements of Law in such Location, (ii) in the case of each Canadian Security Agreement and the Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations required by any Canadian Security 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 Requirements of Law through these actions, (iii) in the case of each Dutch Security Agreement and the Dutch Collateral described therein, required registrations (in the case of the Dutch Security Agreement described in clause (iv) of the definition thereof) have been made, notices have been given or acknowledgements have been received (in each case, to the extent provided in such Dutch Security Agreement) to create a fully perfected security interest in and Lien on all right, title and interest in all of the Dutch 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 Requirements of Law through these actions, and (iv) upon as a result of the execution of each Deposit Account Control Agreement, the Collateral Agent for the benefit of the Secured Creditors will have has a first priority perfected security interest and Lien in each Deposit Account subject thereto.