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

Validity and Priority of Security Interest. (a) This Agreement is 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 and (i) when the Investment Property Collateral that consists of Equity Interests 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 Grantor in such Investment Property Collateral, in each case prior and superior in right to any other Person (subject to Permitted Liens) 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 Grantor in such Collateral in which a security interest can be perfected by filing a financing statement in the United States, in each case prior and superior in right to any other Person (subject to Permitted Liens). (b) Grantor agrees to 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. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any Perfection Certificate, the United States Patent and Trademark Office, the Lien created shall constitute a fully perfected Lien on and interest in all right, title and interest of Grantor in such Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (subject to Permitted Liens).

Validity and Priority of Security Interest. (a) This Except as set forth on Schedule 3.1, this Agreement is and 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 and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral AgentAgent (subject to the terms of any Intercreditor Agreement (if any)), the Lien created under this Agreement and the other applicable Security Documents shall constitute a fully perfected Lien on on, and in security interest in, all right, title and interest of Grantor the Grantors in such Investment Property CollateralCollateral (subject to Permitted Liens), in each case prior and superior in right to any other Person Person, (subject ii) upon the execution and delivery of each Account Control Agreement by each party thereto, each Account Control Agreement shall be effective to Permitted Liens) perfect the security interest in the accounts specified therein, and such security interest shall be perfected, and (iiiii) 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 on, and in security interest in, all right, title and interest of Grantor the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement in the United States(subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection (subject only to Permitted Liensa prior ranking lien in respect of the Intercreditor Collateral that secures any First Priority Lien Obligations). (b) Grantor agrees to 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. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any Perfection Certificate, the United States Patent and Trademark Office, the Lien created shall constitute a fully perfected Lien on on, and security interest in in, all right, title and interest of Grantor the Grantors in such 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 (subject with respect to Permitted Liens)such perfection.

Validity and Priority of Security Interest. (a) This Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral Collateral, including the Permit Rights, and the proceeds thereof and (i) when the Investment Property Pledged Collateral that consists of Equity Interests 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 Grantor the Grantors in such Investment Property Pledged Collateral, in each case prior and superior in right to any other Person (Person, subject to Permitted LiensLiens of the type set forth in clause (3) of the definition thereof in the Indenture, which may be prior to the Lien of the Collateral Agent, 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 Grantor the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement in the United States, including with respect to the Permit Rights, in each case prior and superior in right to any other Person (Person, subject to Permitted Liens). (b) Each Grantor agrees and consents to the recordation of this Agreement or the Copyright, Patent, Patent and Trademark Agreements with the United States Patent and Trademark Office or the United States Copyright OfficeOffice (and any other applicable jurisdiction’s copyright, patent or trademark office), as applicable, together with the financing statements in appropriate form filed in the Filing Offices. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any the applicable Grantor’s Perfection Certificate, the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, the Lien created shall constitute a fully perfected Lien on and interest in all right, title and interest of such Grantor in such the U.S. Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (Person, subject to Permitted Liens. (c) Upon the entry by any Grantor in any Account Control Agreement the Lien granted hereunder on the Collateral subject to such Account Control Agreement shall constitute a fully perfected, first priority Lien on all right, title and interest of the Grantors in the Collateral covered thereby and the proceeds thereof, in each case prior and superior in right to any Person, subject to Permitted Liens of the type set forth in clause (3), (6)(A), (9), (23) or (26) of the definitions thereof in the Indenture, which may be prior to the Lien of the Collateral Agent. (d) Upon the entry by any Grantor in any Mortgage such Mortgage shall create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Grantor’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the appropriate recording office(s), such Mortgage shall constitute a fully perfected Lien on all right, title and interest of such Grantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any Person, subject to Permitted Liens.

Validity and Priority of Security Interest. (a) This Agreement is and 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 and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral AgentAgent (subject to the terms of any Intercreditor Agreement (if any)), the Lien created under this Agreement and the other applicable Security Documents shall constitute a fully perfected Lien on on, and in security interest in, all right, title and interest of Grantor the Grantors in such Investment Property CollateralCollateral (subject to Permitted Liens), in each case prior and superior in right to any other Person Person, (subject ii) upon the execution and delivery of each Account Control Agreement by each party thereto, each Account Control Agreement shall be effective to Permitted Liens) perfect the security interest in the accounts specified therein, and such security interest shall be perfected, and (iiiii) 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 on, and in security interest in, all right, title and interest of Grantor the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement in the United States(subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection (subject only to Permitted Liensa prior ranking lien in respect of the Intercreditor Collateral that secures any First Priority Lien Obligations). (b) Grantor agrees to 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. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any Perfection Certificate, the United States Patent and Trademark Office, the Lien created shall constitute a fully perfected Lien on on, and security interest in in, all right, title and interest of Grantor the Grantors in such 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 (subject with respect to Permitted Liens)such perfection.

Validity and Priority of Security Interest. (a) This Agreement is and 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 and (i) when the Investment Property Pledged Collateral that consists of Equity Interests is delivered to the Collateral AgentAgent (subject to the terms of the Term Loan Documents and the Intercreditor Agreement), the Lien Liens created under this Agreement and the other applicable Security Documents shall constitute a fully perfected Lien on Liens on, and in security interests in, all right, title and interest of Grantor the Loan Parties in such Investment Property Pledged Collateral, in each case prior and superior in right to any other Person (subject other than, in favor of the Term Loan Agent with respect to Permitted Liens) Term Priority Collateral pursuant to the terms of the Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the Filing Officesoffices specified on Schedule 8.2, the Lien Liens created under this Agreement and the other applicable Security Documents will constitute a fully perfected Lien on Liens on, and in security interests in, all right, title and interest of Grantor the Loan Parties in such Collateral in which a security interest can be perfected by filing a financing statement in the United StatesCollateral, in each case prior and superior in right to any other Person (subject Person, other than with respect to Permitted Liens)Liens expressly permitted by Section 10.10 including, with respect to the Real Estate pursuant to the terms of the Term Loan Documents and the Intercreditor Agreement. (b) Grantor agrees to Upon the recordation of this Agreement or and the Copyright, Patent, and Trademark Agreements with the United States Patent and Trademark Office or and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the Filing Offices. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral offices specified in any Perfection Certificateon Schedule 8.2, the United States Patent and Trademark Office, the Lien Liens created shall constitute a fully perfected Lien on Liens on, and interest in security interests in, all right, title and interest of Grantor the Loan Parties in such the Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (subject to Permitted Liensthe terms of the Term Loan Documents and the Intercreditor Agreement) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, copyright, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, 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(c), the Mortgages shall constitute fully perfected Liens on, and security interests 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 Liens expressly permitted by Section 10.10 (including pursuant to the terms of the Term Loan Documents and the Intercreditor Agreement).

Validity and Priority of Security Interest. (a) This Agreement is and 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 and (i) when the Investment Property Pledged Collateral that consists of Equity Interests is delivered to the Collateral AgentAgent (subject to the terms of the Senior Notes Collateral Agreement and the Intercreditor Agreement), the Lien created under this Agreement and the other applicable Security Documents shall constitute a fully perfected second-priority Lien on on, and in security interest in, all right, title and interest of Grantor the Loan Parties in such Investment Property Pledged Collateral, in each case prior and superior in right to any other Person (subject other than, pursuant to Permitted the terms of the Senior Notes Collateral Agreement and the Intercreditor Agreement, the Senior Liens) ), and (ii) when financing statements in appropriate form are filed in the Filing Officesoffices specified on Schedule 8.2, the Lien created under this Agreement and the other applicable Security Documents will constitute a fully perfected Lien on on, and in security interest in, all right, title and interest of Grantor the Loan Parties in such Collateral in which a security interest can be perfected by filing a financing statement in the United StatesCollateral, in each case prior and superior in right to any other Person (subject Person, other than with respect to Permitted Liens). (b) Grantor agrees to Upon the recordation of this Agreement or and the Copyright, Patent, and Trademark Agreements with the United States Patent and Trademark Office or and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the Filing Offices. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral offices specified in any Perfection Certificate, the United States Patent and Trademark Officeon Schedule 8.2, the Lien created shall constitute a fully perfected Lien on on, and security interest in in, all right, title and interest of Grantor the Loan Parties in such the domestic Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (subject other than with respect to Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, 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(c), 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 pursuant to the terms of the Senior Notes Security Documents and the Intercreditor Agreement, the Noteholder Liens).

Validity and Priority of Security Interest. (a) This Agreement is effective to create creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral Collateral, including the Permit Rights, and the proceeds thereof and (i) when the Investment Property Pledged Collateral that consists of Equity Interests 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 Grantor the Grantors in such Investment Property Pledged Collateral, in each case prior and superior in right to any other Person (Person, subject to Permitted LiensLiens of the type set forth in clause (3) of the definition thereof in the Indenture, which may be prior to the Lien of the Collateral Agent, 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 Grantor the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement in the United States, including with respect to the Permit Rights, in each case prior and superior in right to any other Person (Person, subject to Permitted Liens). (b) Each Grantor agrees and consents to the recordation of this Agreement or the Copyright, Patent, Patent and Trademark Agreements with the United States Patent and Trademark Office or the United States Copyright OfficeOffice (and any other applicable jurisdiction’s copyright, patent or trademark office), as applicable, together with the financing statements in appropriate form filed in the Filing Offices. Upon filing in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any the applicable Grantor’s Perfection Certificate, the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, the Lien created shall constitute a fully perfected Lien on and interest in all right, title and interest of such Grantor in such the Proprietary Rights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (Person, subject to Permitted Liens. (c) Upon the entry by any Grantor in any Account Control Agreement the Lien granted hereunder on the Collateral subject to such Account Control Agreement shall constitute a fully perfected, first priority Lien on all right, title and interest of the Grantors in the Collateral covered thereby and the proceeds thereof, in each case prior and superior in right to any Person, subject to Permitted Liens of the type set forth in clause (3), (6)(A), (9), (23) or (24) of the definitions thereof in the Indenture, which may be prior to the Lien of the Collateral Agent. (d) Upon the entry by any Grantor in any Mortgage such Mortgage shall create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable Grantor’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the appropriate recording office(s), such Mortgage shall constitute a fully perfected Lien on all right, title and interest of such Grantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any Person, subject to Permitted Liens.

Validity and Priority of Security Interest. (a) This Agreement is and 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 and (i) when the Investment Property Collateral that consists of Equity Interests is delivered to the Collateral AgentAgent (subject to the terms of the Closing Date Intercreditor Agreement), the Lien created under this Agreement and the other applicable Security Documents shall constitute a fully perfected Lien on on, and in security interest in, all right, title and interest of Grantor the Grantors in such Investment Property CollateralCollateral (subject to Permitted Liens), in each case prior and superior in right to any other Person Person, (subject ii) upon the execution and delivery of each Account Control Agreement by each party thereto, each Account Control Agreement shall be effective to Permitted Liens) perfect the security interest in the accounts specified therein, and such security interest shall be perfected, and (iiiii) 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 on, and in security interest in, all right, title and interest of Grantor the Grantors in such Collateral in which a security interest can be perfected by filing a financing statement in the United States(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 the Closing Date Intercreditor Agreement and (B) the Permitted LiensLiens set forth in clauses (6)(B), (8), (9) and (16) and (as it relates to such clauses) clauses (20) and (30) of the definition thereof). (b) Grantor agrees to 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. Upon filing Offices and (as to Proprietary Rights related to the SPRIX® Product, the ARYMO ER™ Product, the Egalet-002 Product, the INDOCIN Product, the TIVORBEX Product, the VIVLODEX Product, the ZORVOLEZ Product and, to the extent required to be pledged as Collateral, the OXAYDO® Product) in the Filing Offices and, with respect to any Proprietary Rights constituting Collateral specified in any Perfection Certificate, the United States European Patent and Trademark Office, the Lien created shall constitute a fully perfected Lien on on, and security interest in in, all right, title and interest of Grantor the Grantors in such 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 with respect to such perfection (subject other than Permitted Liens of the type described in clauses (8), (9) and (19) and (as it relates to Permitted Lienssuch clauses) clauses (20) and (30) of the definition thereof of the definition thereof).