Common use of Creation, Perfection and Priority of Liens Clause in Contracts

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority).

Creation, Perfection and Priority of Liens. (i) The Security Agreements execution and delivery of the Collateral Documents by the Grantors, together with the actions taken on or prior to the date hereof pursuant to Sections 4.9, 9.7, 9.8 and 9.10, are effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations Obligations, a valid First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the Guarantees perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than (i) the filing of any UCC financing statements delivered to Collateral Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC or personal property search registry financing statements filed by or on behalf of Collateral Agent, (ii) in the case of the Debenture and the Share Charge, the filing of particulars of the charges created by the Irish Loan Parties pursuant thereto of the Irish Companies Registration Office, Dublin in accordance with the provisions of Section 99 of the Irish Companies Act of 1963 and (iii) in the case of the pledges of the Capital Stock, and the grants of security interests in the assets, of the Brazilian Loan Party and the Israeli Loan Party, the filings described on Schedule 9.16 and all necessary consents to the creation, effectiveness, priority and perfection of each such Lien have been obtained. Notwithstanding the foregoing, with respect to the grant of a Lien in favor of the Collateral Agent on the Capital Stock of any Non-Grantor Subsidiary, no Principal Company makes any representation as to whether such grant is effective under the Applicable Law of the jurisdiction of formation of such Non-Grantor Subsidiary to create in favor of Collateral Agent for the benefit of the Secured Parties, as security for the Obligations, as a valid First Priority Lien on such Capital Stock, or whether all filings and other actions necessary or desirable to perfect and maintain the case may be, prior perfection and superior to First Priority status of such Lien under the Lien Applicable Law of any other Person (except to the extent Permitted Liens are expressly permitted herein to jurisdiction of formation of such Non-Grantor Subsidiary have priority)been duly made or taken and remain in full force and effect.

Creation, Perfection and Priority of Liens. (i) The Security Agreements are Agreement is effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured PartiesLenders, a legal, valid, binding and enforceable Lien, and a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien), in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code. In the case of any Pledged Equity Securities and Pledged Intercompany Notes, when any stock certificates representing such Pledged Equity Securities together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) and any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes Agreement shall be free of all adverse claims and/or constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be. In the case of the other Collateral described in the Security Agreements Agreement a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority).

Creation, Perfection and Priority of Liens. (i) The execution and delivery of the Security Agreements Documents by the Parties, together with the filing of any UCC financing statements and the recording of the U.S. Patent and Trademark Office and U.S. Copyright Office filings delivered to the Administrative Agent for filing and recording, are effective to create in favor of the Administrative Agent, Agent for the benefit of itself and the other Secured PartiesLenders, as security for the Obligations, a legal, valid, valid and binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in Lien on all of the Collateral described therein as with respect to which the creation of a security for interest is governed by the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial CodeUCC. In the case of any Securities pledged to the Administrative Agent under the Security Agreement (the “Pledged Intercompany NotesSecurities”) and any pledged promissory notes, when any stock certificates representing such Pledged Intercompany Notes duly endorsed in blank (Securities and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) such pledged promissory notes are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Agent duly endorsed in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing officesblank, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsCollateral, as security for the Secured Obligations Obligations, assuming that the Administrative Agent does not have notice of any adverse claim to the security, free of all adverse claims other than Permitted Encumbrances described in paragraphs (b) or the Guarantees (c) of the Secured Obligationsdefinition of that term. In the case of deposit accounts and accounts with any securities intermediary maintained in the United States of America and pledged to the Administrative Agent under the Security Agreement, when the Control Agreements have been duly executed and delivered by the applicable Party, the Administrative Agent and the applicable depository bank or securities intermediary, as the case may be, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the Obligations, in each case prior and superior to the Lien of any other Person (except as otherwise expressly provided in Sections 9327 and 9328 of Article 9 of the UCC). In the case of the other Collateral described in the Security Agreement a security interest in which may be perfected by the filing of a financing statement under the UCC, when UCC financing statements in appropriate form are filed in the applicable filing offices, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the Obligations, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityEncumbrances).

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor execution and delivery of the Administrative AgentSecurity Documents by Loan Parties prior to the date hereof, for together with the benefit of itself amendments and confirmations entered into on the date hereof, and the other Secured PartiesUCC financing statements previously filed, a legal, valid, binding naming each Loan Party as "debtor" and enforceable Lien, GECC as "secured party" and describing the Collateral (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, as defined in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsSecurity Agreements), as the case may beconstitute, to the extent that a legal, valid, binding and enforceable Lien security interest in such Collateral may be created under applicable law perfected by filing UCC financing statements, valid and perfected security interests therein subject to no Liens (other than Permitted Encumbrances) and prior to all other Liens. The security interests in such Collateral granted to Agent and constituting Intellectual Property both prior to and after the date hereof will constitute valid first-priority security interests therein subject to no Liens (other than Permitted Encumbrances) and prior to all other Liens. The Pledge Agreements create in favor of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any Agent a valid 63 71 perfected security interest in such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations (as such term is defined in the Pledge Agreements), to the extent contemplated by the Security Documents subject to no equal or prior security interests and prior to all other Liens. Upon the Guarantees Agent's taking, or previously having taken, possession of the Secured Obligations, as the case may be. In the case certificates evidencing that portion of the Pledged Collateral described consisting of Holdings' and the Subsidiaries' stock certificates, duly endorsed by the applicable Pledgor (as defined in the Security Agreements Pledge Agreement), the security interest in such Pledged Collateral will be a first-priority security interest, subject to no equal or prior security interest and prior to all other Liens. As of the date hereof, any security interest previously, contemporaneously, or hereafter granted to GECC shall be deemed automatically, without any action by Borrower, any other Loan Party, Agent or any member of the Lender Group, to constitute a security interest in which may be perfected by granted to Agent for the filing benefit of a financing statement under the Uniform Commercial CodeLender Group hereunder. Agent may, when Uniform Commercial Code financing statements in appropriate form are filed but shall have no obligation, to file UCC amendments in the applicable filing offices, jurisdiction reflecting the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest agency status of Agent to any UCC financing statement previously filed by GECC in connection with the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations Original Credit Agreement or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority)First Amended Credit Agreement.

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other applicable Secured Parties, a legal, valid, binding and enforceable Lien, and a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien), in the Collateral described therein as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be. In the case of the other Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority).

Creation, Perfection and Priority of Liens. (i) The execution and delivery of the Security Agreements Documents by the Parties, together with the filing of any UCC financing statements and the recording of the U.S. Patent and Trademark Office and U.S. Copyright Office filings delivered to the Administrative Agent for filing and recording, are effective to create in favor of the Administrative Agent, Agent for the benefit of itself and the other Secured PartiesLenders, as security for the Obligations, a legal, valid, valid and binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees Lien on all of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial CodeCollateral. In the case of any Securities pledged to the Administrative Agent under the Security Agreement (the “Pledged Intercompany NotesSecurities”) and any pledged promissory notes, when any stock certificates representing such Pledged Intercompany Notes duly endorsed in blank (Securities and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) such pledged promissory notes are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Agent duly endorsed in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing officesblank, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsCollateral, as security for the Secured Obligations or Obligations, assuming that the Guarantees Administrative Agent does not have notice of any adverse claim to the security, free of all adverse claims other than Permitted Encumbrances described in paragraph (b) of the Secured Obligationsdefinition of that term. In the case of deposit accounts and accounts with any securities intermediary maintained in the United States of America and pledged to the Administrative Agent under the Security Agreement, when the Control Agreements have been duly executed and delivered by the applicable Party, the Administrative Agent and the applicable depository bank or securities intermediary, as the case may be, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the Obligations, in each case prior and superior to the Lien of any other Person (except as otherwise expressly provided in Sections 9327 and 9328 of Article 9 of the UCC). In the case of the other Collateral described in the Security Agreement a security interest in which may be perfected by the filing of a financing statement under the UCC, when UCC financing statements in appropriate form are filed in the applicable filing offices, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the Obligations, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityEncumbrances).

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by the Loan Parties (iother than any Foreign Subsidiary Borrower) The Security Agreements are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law benefit of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the appropriate Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsParties, as security for the respective Secured Obligations Obligations, a valid and perfected First Priority Lien (subject to Permitted Priority Liens) on all of the Collateral (other than, with respect to perfection and priority, Excluded Perfection Assets), and all filings and other actions necessary or desirable to perfect and maintain the Guarantees perfection and First Priority status of such Liens (other than Permitted Priority Liens and Liens on Excluded Perfection Assets) have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or other Collateral Documents delivered to the Administrative Agent or Collateral Agent for filing or recordation (but not yet filed or recorded), any filings, recordings or other actions that may be necessary or desirable under foreign laws and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Administrative Agent or Collateral Agent. Once executed and delivered pursuant to the terms of Section 6.09(b), each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured ObligationsParties, as the case may be, superior and prior and superior to the Lien rights of any other Person all third Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the extent Permitted Encumbrances related thereto and other Liens are expressly permitted herein pursuant to have prioritySection 7.02) and subject to no other Liens (other than Permitted Encumbrances related thereto and other Liens permitted pursuant to Section 7.02).