Common use of Perfected Priority Liens Clause in Contracts

Perfected Priority Liens. (a) Except as will be taken on or before the Closing Date, no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security interest purported to be created hereby in the Collateral under the terms of this Agreement or (iii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for the perfection of the security interest purported to be created hereby in the Collateral under the terms of this Agreement but subject to the limitations on perfection contained in the Credit Agreement, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will be in full force and effect, (B) with respect to the perfection of the security interest created hereby in the United States, Intellectual Property and Licenses, for the recording of the Copyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other record included in the Collateral and Guarantee Requirements in the Credit Agreement with respect to the Real Estate Assets (subclauses (A) - (F), each a “Perfection Requirement” and collectively, the “Perfection Requirements”). (b) This Agreement, upon execution and delivery, creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interests, subject in priority only to the Permitted Liens, and the recording of such instruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement and the limitations set forth in this Agreement, such Perfection Requirements and such other actions necessary or desirable to perfect and protect such security interests in the Collateral have been made or taken to the extent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. (a) Except as otherwise required by the Orders and will be taken on or before the Closing Date, no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security interest purported to be created hereby in the Collateral under the terms of this Agreement or (iii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for the perfection of the security interest purported to be created hereby in the Collateral under the terms of this Agreement but subject to the limitations on perfection contained in the DIP Credit AgreementDocuments, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will be in full force and effect, (B) with respect to the perfection of the security interest created hereby in the United States, Intellectual Property and Licenses, for the recording of the Copyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such usch jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 heretoLicenses, (D) the entry of the Interim Order or, if applicable, the Final Order, (E) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (EF) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (FG) the delivery and recordation of each document or other record included in the Collateral and Guarantee Requirements in the DIP Credit Agreement with respect to the Real Estate Assets (subclauses (A) - (FG), each a “Perfection Requirement” and collectively, the “Perfection Requirements”). (b) This Agreement, upon execution and delivery, creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security for the Secured Obligations. The Perfection Requirements Requirements, to the extent requested by the Collateral Agent and satisfied, result in the perfection of such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan DocumentsDIP Credit Agreement. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority perfected security interests, subject in priority only to as set forth in the Permitted Liens, and the recording of such instruments of assignment and other Perfection Requirements described aboveOrders. Subject to Section 6.26 of the DIP Credit Agreement and the limitations set forth in this Agreement, such Perfection Requirements and such other actions necessary or desirable to perfect and protect such security interests in the Collateral have been made or taken to the extent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. (a) Except as will be taken on or before the Closing Restatement Effective Date, no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security interest purported to be created hereby in the Collateral under the terms of this Agreement or (iii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for the perfection of the security interest purported to be created hereby in the Collateral under the terms of this Agreement but subject to the limitations on perfection contained in the Credit AgreementDocuments, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will be in full force and effect, (B) with respect to the perfection of the security interest created hereby in the United States, Intellectual Property and Licenses, for the recording of the Copyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent’s 's having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other record included in the Collateral and Guarantee Requirements in the Credit Agreement or the Note Purchase Agreement with respect to the Real Estate Assets (subclauses (A) - (F), each a “Perfection Requirement” and collectively, the “Perfection Requirements”). (b) This Agreement, upon execution and delivery, creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan Credit Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interests, subject in priority only to the Permitted Liens, and the recording of such instruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement, Section 4.1(aa) of the Note Purchase Agreement and the limitations set forth in this Agreement, such Perfection Requirements and such other actions necessary or desirable to perfect and protect such security interests in the Collateral have been made or taken to the extent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. (a) Except as will be taken on or before the Closing Restatement Effective Date, no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for (i) the due execution, delivery and performance by any Grantor of this Agreement, (ii) the grant by any Grantor of the security interest purported to be created hereby in the Collateral under the terms of this Agreement or (iii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except, in the case of this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person, is required for the perfection of the security interest purported to be created hereby in the Collateral under the terms of this Agreement but subject to the limitations on perfection contained in the Credit Agreement, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the financing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will be in full force and effect, (B) with respect to the perfection of the security interest created hereby in the United States, Intellectual Property and Licenses, for the recording of the Copyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other record included in the Collateral and Guarantee Requirements in the Credit Agreement with respect to the Real Estate Assets (subclauses (A) - (F), each a “Perfection Requirement” and collectively, the “Perfection Requirements”). (b) This Agreement, upon execution and delivery, creates a legal, valid and enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interests, subject in priority only to the Permitted Liens, and the recording of such instruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement and the limitations set forth in this Agreement, such Perfection Requirements and such other actions necessary or desirable to perfect and protect such security interests in the Collateral have been made or taken to the extent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.