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

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the Collateral Agent in accordance with, and to the extent required by, the provisions hereof and due filing of Uniform Commercial Code financing statements stating that the same covers “all assets of the Debtor”, “all personal property of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of the Security Agreement, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have control of the Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Security Agreement, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection of the Security Interests.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Pledged Collateral to the Collateral Agent in accordance with, and to the extent required by, with the provisions hereof and due filing of Uniform Commercial Code financing statements stating that the same covers “all assets of the Debtor”, “all personal property of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of the Security Agreement, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Loan Party in the Pledged Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Pledged Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Pledged Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have control of the Pledged Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Security Agreement, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection of the Security InterestsInterests subject to the last sentence of Section 4.04. The Security Interests are prior to all other Liens on the Pledged Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of Law or otherwise as permitted under the Credit Agreement. For the avoidance of doubt, the failure to perfect the share pledge under the local law of the jurisdiction of any Foreign Subsidiary issuer shall not cause the representation and warranty in this Section 3.02 not to be true in any respect.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Secured Obligations. Upon Other than with respect to the Pledged Equity Interests of any First-Tier Foreign Subsidiary, upon Delivery of all certificates representing the Pledged Equity Collateral to the Collateral Administrative Agent in accordance with, and to the extent required by, with the provisions hereof and due filing of Uniform Commercial Code UCC financing statements stating that the same covers “all assets the Collateral in the Office of the Debtor”, “all personal property Secretary of State (or similar office as appropriate) of the Debtor” or words state of similar import in the offices specified on Schedule 4.01 organization of the Security Agreementeach Pledgor, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Party Pledgor in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or Article 9 of the UCC, the Collateral Administrative Agent will have control of the Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Security Agreement3.03, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection of the Security Interests. The Security Interests are prior to all Liens on the Collateral other than Permitted Liens.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the Collateral Agent in accordance with, and to the extent required by, with the provisions hereof and due filing of Uniform Commercial Code financing statements containing a description of the Collateral in the form specified in Exhibit C hereto or stating that the same covers “all assets of the Debtorassets”, “all personal property of the Debtorproperty” or words of similar import in the offices specified on in Schedule 4.01 of the Security AgreementV hereto, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Loan Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds Proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have control of a perfect security interest in the Collateral subject to no adverse claims of any other Person, except for Permitted Liens. Except as set forth on in Schedule 4.01 of the Security AgreementV hereto, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and or delivery of this Agreement Agreement, or necessary for the validity or enforceability hereof or for the perfection of the Security Interests.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the U.S. Collateral Agent in accordance with, and to the extent required by, with the provisions hereof and due filing of Uniform Commercial Code UCC financing statements stating that the same covers “"all assets of the Debtor”", “"all personal property of the Debtor” " or words of similar import in the offices specified on Schedule 4.01 of the Security Agreementin SCHEDULE V hereto, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the U.S. Collateral Agent will have control of the Collateral subject to no adverse claims of any other Person. Except as set forth on Schedule 4.01 of the Security Agreement, on On and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and or delivery of this Agreement Agreement, or necessary for the validity or enforceability hereof or for the perfection of the Security Interests.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute valid security interests under the UCC securing the Finance Obligations. Upon Delivery of all Collateral to the Collateral Agent in accordance with, and to the extent required by, with the provisions hereof and due filing of Uniform Commercial Code financing statements stating that the same covers “all assets of the Debtor”, “all personal property of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of the Security Agreement, the Security Interests shall constitute perfected security interests in all right, title and interest of such Credit Loan Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Collateral Agent will have control of the Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Security Agreement, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection of the Security Interests. The Security Interests are prior to all other Liens on the Collateral other than Permitted Liens.

Validity, Perfection and Priority of Security Interests. The Security Interests constitute Interest constitutes a valid security interests interest under the UCC securing the Finance Senior Obligations. Upon Delivery of all Collateral to the Senior Collateral Agent in accordance with, and to the extent required by, with the provisions hereof and due the timely and proper filing of Uniform Commercial Code financing statements stating that the same covers “all assets of the Debtor”, “all personal property of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of the Senior Security Agreement, the Security Interests Interest shall constitute perfected security interests a Requisite Priority Lien in all right, title and interest of such Credit Loan Party in the Collateral (subject to the requirements of Section 9-315 of the UCC with respect to any proceeds of Collateral and to the further requirement that additional steps may be necessary to perfect the Security Interests Interest in dividends or other distributions in kind), in each case prior to all other Liens and rights of others therein except for Permitted Liens, and, to the extent control of such Collateral may be obtained pursuant to Article 8 and/or 9 of the UCC, the Senior Collateral Agent will have control of the Collateral subject to no adverse claims of any Person. Except as set forth on Schedule 4.01 of the Senior Security Agreement, on and as of the date hereof no registration, recordation or filing with any Governmental Authority is required in connection with the execution and or delivery of this Agreement Agreement, or necessary for the validity or enforceability hereof or for the perfection of the Security InterestsInterest. The security interest created hereunder in favor of the Senior Collateral Agent for the benefit of the Senior Finance Parties shall be prior to all other Liens on the Collateral except for Permitted Liens (exclusive of those in favor of the Second Lien Collateral Agent) having priority over the Senior Collateral Agent’s Lien by operation of Law or otherwise as permitted under the Credit Agreement.