Common use of Guaranty and Collateral Agreement Clause in Contracts

Guaranty and Collateral Agreement. Upon the execution and delivery of the Guaranty and Collateral Agreement, the provisions of the Guaranty and Collateral Agreement shall be effective to create, in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the Collateral described therein, and (i) when financing statements and other filings in appropriate form are filed in the offices specified in the Guaranty and Collateral Agreement and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral described therein with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement), the Liens created by the Guaranty and Collateral Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (other than such Collateral in which a Lien or a security interest cannot be perfected by filing, possession or control under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than Permitted Liens; provided that, with respect to any Collateral consisting of Equity Interests in Foreign Subsidiaries, the representations in this paragraph (a) shall be limited to Parent and the Borrower’s knowledge.

Guaranty and Collateral Agreement. Upon the execution and delivery of the Guaranty and Collateral Agreement, the The provisions of the Guaranty and Collateral Agreement shall be (and any other Security Instruments delivered pursuant to Section 8.12 or Section 8.14 covering personal property) are effective to create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the personal property Collateral described therein, and (i) when financing statements and other filings in appropriate form are filed in the offices specified in the Guaranty and Collateral Agreement and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral described therein with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement), the Liens created by the Guaranty and Collateral Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in such the Collateral covered thereby (other than such Collateral in which a Lien or a security interest cannot be perfected by filing, possession or control under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than Permitted Liens; provided that, with respect to any Collateral consisting of Equity Interests in Foreign Subsidiaries, the representations in this paragraph (a) shall be limited to Parent and the Borrower’s knowledge.