Common use of Validity, Perfection and Priority of Security Interests Clause in Contracts

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto).

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 3.5 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto).

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Borrower will have created a valid security interest in favor of the Agent Lender in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC UCC, and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(1), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Debtor Collateral to the Administrative Agent, each Pledgor will have created a valid and duly perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of such Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which a security interest may be perfected by (i) filing UCC financing statements and (ii) possession, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a the trustee in bankruptcy under Section 544(a) of Title 11 of the United States Bankruptcy Code. Continuing compliance by the Debtor each Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by any Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral as security for the due and punctual payment of all Secured Obligations of each Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Operating Tenant will have created a valid security interest in favor of the Agent Lender in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which interest, to the exclusive manner of perfecting extent that such a security interest therein is can be perfected by noting such security interest in the certificate of title in accordance with local law) a UCC filing, would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Operating Tenant with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC UCC, and (C) any identifiable cash Proceeds in the Cash Collateral Account any bank account owned or controlled by Borrower or Operating Tenant to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Collateral to the Agent, the Debtor Pledgor will have created a valid and duly perfected security interest in favor of the Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of the Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is may be perfected by noting such security interest in (i) filing UCC-1 financing statements and or (ii) possession, as the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Codecase may be. Continuing compliance by the Debtor Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by the Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral to the extent a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be, as security for the due and punctual payment of all Secured Obligations of the Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto).

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Debtor Collateral to the Agent, each Pledgor will have created a valid and duly perfected security interest in favor of the Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of such Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is may be perfected by noting such security interest in (i) filing UCC-1 financing statements and or (ii) possession, as the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Codecase may be. Continuing compliance by the Debtor each Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by any Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral to the extent a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be, as security for the due and punctual payment of all Secured Obligations of each Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto).

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(l), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in ·accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 3.5 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto).any

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Client will have created a valid security interest in favor of the Agent Provider in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy United States federal bankruptcy Code. Continuing compliance by the Debtor Client with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy Bankruptcy under the United States federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(1), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account and the account used in connection with the Sweep Agreement to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code.