Common use of Validity and Priority of Security Interest Clause in Contracts

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Fixed Asset Collateral, in which case the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Initial Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL any Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement, the REV Energy Acquisition Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement, the REV Energy Acquisition Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution (a) This Agreement and delivery the applicable Security Documents are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof by and (i) when the parties theretoPledged Collateral is delivered to the Collateral Agent (subject to the terms of the Senior Notes Collateral Agreement, any Replacement Intercreditor Agreement and the Intercreditor Agreement), the Lien created under this Agreement and the applicable Security Documents shall constitute a fully perfected second-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than (x) pursuant to the terms of the Senior Notes Collateral Agreement and the Intercreditor Agreement, the Senior Liens or (y) pursuant to the terms of any Replacement Intercreditor Agreement, the Other Pari Passu Senior Liens), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 8.2, the Lien created under this Agreement and the applicable Security Documents will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. (b) Upon the recordation of this Agreement and the Copyright, Patent, and Trademark Agreements with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 8.2, the Lien created under this Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the domestic Proprietary Rights identified and set forth on Schedule 8.11 in which a security interest may be effective perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to create legal and valid first priority Liens on all the Collateral any other Person (other than with respect to Permitted Liens) (it being understood that subsequent recordings in the Current Asset CollateralUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, in which trademark and patent applications and registered copyrights registered or acquired by the applicable Security Documents will be Loan Parties after the date hereof). (c) The Mortgages are effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the benefit of the Secured Parties) in favor of the Collateral Agent for the ratable benefit of the Secured Parties, subject a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 8.2, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens (including (i) pursuant to the terms of the ABL Senior Notes Security Documents and the Intercreditor Agreement and other Permitted Agreement, the Noteholder Liens permitted to be senior or (ii) pursuant to the Liens securing the Obligations and to the effects terms of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this any Replacement Intercreditor Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Other Pari Passu Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution (a) This Agreement and delivery thereof by the parties thereto, the applicable Security Documents will be are effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the benefit of the Secured Parties) in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral Agent (subject to the terms of any Secured Bank Indebtedness and each Intercreditor Agreement (if any)), the Lien created under this Agreement and the applicable Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Investment Property Collateral (subject to Permitted Liens), in each case prior and superior in right to any other Person (ii) upon the execution and delivery of the Account Control Agreement by each party thereto, the Account Control Agreement shall be effective to perfect the security interest in the deposit accounts specified therein, and such security interest shall be perfected, and (iii) when financing statements in appropriate form are filed in the Filing Offices, the Lien created under this Agreement and the applicable Security Documents will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement (subject to Permitted Liens), in each case prior and superior in right to any other Person (subject only to a prior ranking lien in respect of (i) the ABL Intercreditor Agreement Collateral that secures any First Priority Lien Obligations and other (ii) the Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcyset forth in clauses (6)(B), insolvency(16), fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law28) and an implied covenant (31) and (as it relates to such clauses) clauses (20) and (32) of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, thereof)). (b) have priority over all other Liens on Upon the Collateral, subject to Permitted Liens and the provisions recordation of the ABL Intercreditor this Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the AgentCopyright, the Required Lenders and the Borrower, in each case, then in existencePatent, and (c) are enforceable against each ObligorTrademark Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, granting such Liens. Schedule 7.2 attached hereto contains together with the financing statements in appropriate form filed in the Filing Offices and (as to Proprietary Rights related to MM-398) in the European Patent Office, the Lien created shall constitute a complete fully perfected Lien on, and accurate list in security interest in, all material respects as right, title and interest of the Closing Date of all Real Estate Grantors in the respective Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, or in Europe, respectively, in each case prior and superior in right to any other Person (other than Permitted Liens of the Excluded Real Property, if any, as type described in clause (19) of such datethe definition thereof).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement Agreement, [**] and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement Agreement, [**] or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties theretoThe provisions of this Agreement, the applicable Security Mortgage(s), and the other Loan Documents will be effective to which such Loan Party is a party create legal and valid first priority Liens on all the Collateral in which it has an interest in favor of the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, and upon the filing by the Administrative Agent of Uniform Commercial Code financing statements, similar filings under applicable Canadian law, Mortgages and security documents relating to Proprietary Rights in the appropriate governmental filing offices, possession by the Administrative Agent of Collateral which can be perfected by possession only, "control" by the Administrative Agent of any deposit accounts located in the United States and any letter-of-credit rights, recording by the Administrative Agent of the Agent's Lien on the certificates of title of motor vehicles (and the Loan Parties agree to deliver such certificates of title to the Administrative Agent for such purpose promptly upon the Administrative Agent's request) and compliance with the applicable perfection requirements of the laws of jurisdictions other than the United States or Canada with respect to Collateral as to which perfection of the Agent's Lien thereon is not subject to the laws of the United States or Canada, such Liens constitute perfected and continuing Liens on all such Collateral, having priority over all other Liens on such Collateral (after giving effect to the Senior Secured Note Intercreditor Agreement), except for those Liens identified in clauses (g) (other than with respect to Collateral consisting of Accounts, Inventory, Equipment included in the Current Asset Collateralthen most recent Equipment Appraisal delivered to the Administrative Agent, Real Estate included in which the applicable Security Documents will be effective then most recent Real Estate Appraisal delivered to create legal the Administrative Agent and valid second priority Liens in favor the proceeds thereof), (i) and (m) of the Collateral Agent for the benefit definition of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement Permitted Liens and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) that have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent's Liens by operation of law, securing all the Required Lenders and the Borrower, in each case, then in existenceObligations, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete Loan Party and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date)third parties.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Fixed Asset Collateral, in which case the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL any Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection scope and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property), if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties theretoThe provisions of this Agreement, the applicable Security Mortgage(s), and the other Loan Documents will be effective to which such Loan Party is a party create legal and valid first priority Liens on all the Collateral in which it has an interest in favor of the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, and upon the filing by the Administrative Agent of Uniform Commercial Code financing statements, similar filings under applicable Canadian law, Mortgages and security documents relating to Proprietary Rights in the appropriate governmental filing offices, possession by the Administrative Agent (or the Working Capital Agent as bailee for the Administrative Agent under the Senior Lenders Intercreditor Agreement) of Collateral which can be perfected by possession only, "control" by the Administrative Agent (or the Working Capital Agent as bailee for the Administrative Agent under the Senior Lenders Intercreditor Agreement) of any deposit accounts located in the United States and any letter-of-credit rights, recording by the Administrative Agent of the Agent's Lien on the certificates of title of motor vehicles (and the Loan Parties agree to deliver such certificates of title to the Administrative Agent for such purpose promptly upon the Administrative Agent's request) and compliance with the applicable perfection requirements of the laws of jurisdictions other than the United States or Canada with respect to Collateral as to which perfection of the Agent's Lien thereon is not subject to the laws of the United States or Canada, such Liens constitute perfected and continuing Liens on all such Collateral, having priority over all other Liens on such Collateral (after giving effect to the Senior Secured Note Intercreditor Agreement), except for those Liens identified in clauses (g) (other than with respect to Collateral consisting of Accounts, Inventory, Equipment included in the Current Asset Collateralthen most recent Equipment Appraisal delivered to the Administrative Agent, Real Estate included in which the applicable Security Documents will be effective then most recent Real Estate Appraisal delivered to create legal the Administrative Agent and valid second priority Liens in favor the proceeds thereof), (i), (j) and (m) of the Collateral Agent for the benefit definition of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the terms of the ABL Intercreditor Agreement Permitted Liens and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) that have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent's Liens by operation of law, securing all the Required Lenders and the Borrower, in each case, then in existenceObligations, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete Loan Party and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date)third parties.

Validity and Priority of Security Interest. Upon execution (a) This Agreement and delivery thereof by the parties thereto, the applicable Security Documents will be are effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the benefit of the Secured Parties) in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral Agent (subject to the terms of the ABL any Intercreditor Agreement (if any)), the Lien created under this Agreement and the applicable Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Investment Property Collateral (subject to Permitted Liens), in each case prior and superior in right to any other Person, (ii) upon the execution and delivery of each Account Control Agreement by each party thereto, each Account Control Agreement shall be effective to perfect the security interest in the accounts specified therein, and such security interest shall be perfected, and (iii) when financing statements in appropriate form are filed in the Filing Offices, the Lien created under this Agreement and the applicable Security Documents will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement (subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection (subject only to a prior ranking lien in respect of (A) the Intercreditor Collateral that secures any First Priority Lien Obligations and (B) the Permitted Liens permitted set forth in clauses (6)(B), (8), (9) and (16) and (as it relates to be senior such clauses) clauses (20) and (30) of the definition thereof). (b) Upon the recordation of this Agreement or the Copyright, Patent, and Trademark Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the Filing Offices and (as to Proprietary Rights related to the Liens securing SPRIX® Product, the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing ARYMO ER™ Product and, upon the taking of such actions when and to the extent required under to be pledged as Collateral, the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien OXAYDO® Product) in the assets European Patent Office, the Lien created shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings the Grantors in the respective Proprietary Rights in which a security interest may be perfected by filing in the United States and its Restricted Subsidiaries as set forth therein territories and possessions, or in the definition of “Collateral and Guarantee Requirement”Europe, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrowerrespectively, in each case, then case prior and superior in existence, and (c) are enforceable against each Obligor, as applicable, granting right to any other Person with respect to such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate perfection (other than Permitted Liens of the Excluded Real Propertytype described in clauses (8), if any, (9) and (19) and (as it relates to such clauses) clauses (20) and (30) of such datethe definition thereof of the definition thereof).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Fixed Asset Collateral, in which case the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, in each case, subject to the terms of the ABL any 260 applicable Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL any Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, in each case, subject to the terms of the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date)Estate.

Validity and Priority of Security Interest. Upon execution (a) This Agreement and delivery thereof by the parties thereto, the applicable Security Documents will be are effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the benefit of the Secured Parties) in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral Agent (subject to the terms of any Intercreditor Agreement (if any)), the ABL Lien created under this Agreement and the applicable Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Investment Property Collateral (subject to Permitted Liens), in each case prior and superior in right to any other Person, (ii) upon the execution and delivery of each Account Control Agreement by each party thereto, each Account Control Agreement shall be effective to perfect the security interest in the accounts specified therein, and such security interest shall be perfected, and (iii) when financing statements in appropriate form are filed in the Filing Offices, the Lien created under this Agreement and the applicable Security Documents will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement (subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection (subject only to a prior ranking lien (A) as provided in any Intercreditor Agreement and other (B) the Permitted Liens permitted set forth in clauses (6)(B), (8), (9) and (16) and (as it relates to be senior such clauses) clauses (20) and (30) of the definition thereof). (b) Upon the recordation of this Agreement or the Copyright, Patent, and Trademark Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the Filing Offices and (as to Proprietary Rights related to the Liens securing SPRIX® Product, the Obligations and to ARYMO ER™ Product, the effects of bankruptcyEgalet-002 Product, insolvencythe INDOCIN Product, fraudulent conveyancethe TIVORBEX Product, reorganizationthe VIVLODEX Product, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing the ZORVOLEZ Product and, upon the taking of such actions when and to the extent required under to be pledged as Collateral, the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien OXAYDO® Product) in the assets European Patent Office, the Lien created shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings the Grantors in the respective Proprietary Rights in which a security interest may be perfected by filing in the United States and its Restricted Subsidiaries as set forth therein territories and possessions, or in the definition of “Collateral and Guarantee Requirement”Europe, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrowerrespectively, in each case, then case prior and superior in existence, and (c) are enforceable against each Obligor, as applicable, granting right to any other Person with respect to such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate perfection (other than Permitted Liens of the Excluded Real Propertytype described in clauses (8), if any, (9) and (19) and (as it relates to such clauses) clauses (20) and (30) of such datethe definition thereof of the definition thereof).

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties theretoThe provisions of this Agreement, the applicable Security Mortgages, and the other Loan Documents will be effective to (upon recordation thereof) create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties) in favor of Agent and the Collateral Agent for Revolving Credit Lenders or the benefit of Term Lenders, as the Secured Partiescase may be, subject to the terms of the ABL Intercreditor Agreement and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreementproperly filed and, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”where applicable recorded, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have having priority over all other Liens on the CollateralCollateral (except for Permitted Liens) securing all the Obligations, subject to Permitted and enforceable against the Loan Parties and all third parties. The Liens and on the provisions Collateral constitute first priority perfected Liens in favor of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, for the Required Lenders ratable benefit of the Agent and the BorrowerLenders, except in each casecase for Permitted Liens; provided that, then as between the Lenders, the Liens created on the Collateral other than the Term Loan Collateral constitute (x) first priority, perfected Liens in existencefavor of the Agent, for the ratable benefit of the Agent and the Revolving Credit Lenders, and (cy) are enforceable against each Obligorsecond priority, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list perfected Liens in all material respects as favor of the Closing Date Agent, for the ratable benefit of all Real Estate the Agent and the Term Lenders, and the Liens created on the Term Loan Collateral constitute (other than x) first priority, perfected Liens in favor of the Excluded Real PropertyAgent, if anyfor the ratable benefit of the Agent and the Term Lenders, as and (y) second priority, perfected Liens in favor of such date)the Agent, for the ratable benefit of the Agent and the Revolving Credit Lenders.

Validity and Priority of Security Interest. Upon execution (a) This Agreement and delivery thereof by the parties thereto, the other applicable Security Documents will be are effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent Agent, for the benefit of the Secured Parties) in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Pledged Collateral is delivered to the Collateral Agent, the Lien created under this Agreement and the other applicable Security Documents shall constitute a fully perfected Lien on and in all right, title and interest of the Grantors in such Pledged Collateral, in each case prior and superior in right to any other Person and (ii) when financing statements in appropriate form are filed in the Filing Offices, the Lien created under this Agreement and the other applicable Security Documents will constitute a fully perfected Lien on and in all right, title and interest of the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement (subject to Permitted Liens) in the terms United States, in each case prior and superior in right to any other Person with respect to such perfection, subject only to a prior ranking lien in respect of the ABL Intercreditor Agreement and other Permitted Liens permitted to be senior set forth in clauses (8), (9) and (16) and (as it relates to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles foregoing clauses) clauses (whether considered in a proceeding in equity or at Law19) and an implied covenant (30) of good faith the definition thereof. (b) If and fair dealing andwhen entered into, upon the taking Mortgages are effective to create in favor of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s , for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable CollateralGrantors’ right, (b) have title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.1, the Mortgages shall constitute a fully perfected, first priority over Lien on and in all other Liens on right, title and interest of the CollateralGrantors in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any Person, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date)Encumbrances.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid first priority Liens on all the Collateral (other than with respect to the Current Asset Collateral, in which the applicable Security Documents will be effective to create legal and valid second priority Liens in favor of the Collateral Agent for the benefit of the Secured Parties) in favor of the Collateral Agent for the benefit of the Secured Parties, in each case, subject to the terms of the ABL Intercreditor Agreement Agreement, the Monarch Acquisition Intercreditor Agreement, the REV Energy Acquisition Intercreditor Agreement, [**] and other Permitted Liens permitted to be senior to the Liens securing the Obligations and to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions when and to the extent required under the Security Documents or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the scope, perfection and priority of Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of the ABL Intercreditor Agreement Agreement, the Monarch Acquisition Intercreditor Agreement, the REV Energy Acquisition Intercreditor Agreement, [**] or another customary intercreditor agreement or arrangements reasonably satisfactory to the Agent, the Required Lenders and the Borrower, in each case, then in existence, and (c) are enforceable against each Obligor, as applicable, granting such Liens. Schedule 7.2 attached hereto contains a complete and accurate list in all material respects as of the Closing Date of all Real Estate (other than the Excluded Real Property, if any, as of such date).