This Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in which a security interest may be perfected by filing a financing statement under the UCC in favor of the Collateral Agent for the benefit of the Secured Parties, except, as to enforceability, as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability as well as principles of good faith and fair dealing, and upon the making of such filings and taking of such other actions required to be taken hereby or by the applicable Credit Documents (including the filing of appropriate financing statements with the office of the Secretary of State of the state of organization of each Grantor, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties), the Collateral Agent will have a fully perfected First Priority Lien on such Collateral.