Common use of Matters Relating to Collateral Clause in Contracts

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and delivery of the Collateral Documents by Loan Parties, together with (x) the actions taken on or prior to the date hereof pursuant to subsections 3.1M, 3.1N, 5.8, 5.9 and 5.11 and (y) the delivery to Collateral Agent of any Pledged Collateral of the Loan Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, for the benefit of Secured Parties, a Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority of such Liens have been duly made or taken and remain in full force and effect, other than 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 financing statements filed by or on behalf of Collateral Agent.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and delivery of the Collateral Documents by Loan Credit Parties, together with (x) the actions taken on or prior to the date hereof pursuant to subsections 3.14.1M, 3.1N4.1N, 5.86.8, 5.9 6.9 and 5.11 6.11 and (y) the delivery to Collateral Agent of any Pledged Collateral of the Loan Credit Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, for the benefit of Secured Parties, a Lien on all of the Collateral of the Loan Credit Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A7.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority of such Liens have been duly made or taken and remain in full force and effect, other than 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 financing statements filed by or on behalf of Collateral Agent.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan Borrower Parties, together with (xi) the actions taken on or prior to the date hereof pursuant to subsections 3.1MSections 4.1(a)(vii) and 4.1(a)(viii), 3.1N(ii) the actions taken pursuant to Sections 6.9 and 6.11, 5.8, 5.9 and 5.11 and (yiii) the delivery to Collateral Administrative Agent of any Pledged Collateral of the Loan Parties not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, Administrative Agent for the benefit of Banks, as security for the respective Secured PartiesObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A)a security interest in which may be perfected by filing in the United States or possession, and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Collateral Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Administrative Agent.

Matters Relating to Collateral. A. CREATION, PERFECTION AND PRIORITY OF LIENS. (a) The execution and delivery of the Collateral Documents by Loan Borrower Parties, together with (xi) the actions taken on or prior to the date hereof pursuant to subsections 3.1MSections 4.1(a)(vii) and 4.1(a)(viii), 3.1N(ii) the actions taken pursuant to Sections 6.9 and 6.11, 5.8, 5.9 and 5.11 and (yiii) the delivery to Collateral Agent of any Pledged Collateral of the Loan Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, Agent for the benefit of Banks, as security for the respective Secured PartiesObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A)a security interest in which may be perfected by filing in the United States or possession, and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority of such Liens have been duly made or taken and remain in full force and effect, other than 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 financing statements filed by or on behalf of Collateral Agent.

Matters Relating to Collateral. A. CREATIONCreation, PERFECTION AND PRIORITY OF LIENSPerfection and Priority of Liens. The execution and delivery of the Collateral Documents by U.S. Loan Parties, together with (xi) the actions taken on or prior to the date hereof pursuant to subsections 3.1M4.1I, 3.1N4.1J, 5.8, 5.9 6.8 and 5.11 6.9B and (yii) the delivery to Collateral Agent of any Pledged Pledge Agreement Collateral of the Loan Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Pledge Agreement Collateral has been so delivereddelivered to the extent required by the respective Collateral Documents) are effective to create in favor of Collateral Agent, Agent for the benefit of Secured PartiesCreditors, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than 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 financing statements filed by or on behalf of Collateral Agent.

Matters Relating to Collateral. A. CREATIONCreation, PERFECTION AND PRIORITY OF LIENSPerfection and Priority of Liens. The execution and ------------------------------------------ delivery of the Collateral Documents by Loan Parties, together with (xi) the actions taken on or prior to the date hereof pursuant to subsections 3.1M4.1I, 3.1N4.1J, 5.8, 5.9 6.8 and 5.11 6.9 and (yii) the delivery to Collateral Agent of any Pledged Collateral of the Loan Parties not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivereddelivered to the extent required by the respective Collateral Documents) are effective to create in favor of Collateral Agent, Agent for the benefit of Lenders, as security for the respective Secured PartiesObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than 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 financing statements filed by or on behalf of Collateral Agent.

Matters Relating to Collateral. A. CREATION(a) Creation, PERFECTION AND PRIORITY OF LIENSPerfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Borrower and the other applicable Borrower Parties, together with (xi) the actions taken on or prior to the date hereof pursuant to subsections 3.1MSection 4.01(viii), 3.1N, 5.8, 5.9 and 5.11 and (yii) the delivery to Collateral Administrative Agent of any Pledged Collateral of (as defined in the Loan Parties Borrower Pledge Agreement) not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document Borrower Pledge Agreement (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, Administrative Agent for the benefit of Lenders, as security for the respective Secured PartiesObligations (as defined in the Borrower Pledge Agreement in respect of any Pledged Collateral), a valid and perfected first priority Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements delivered to Collateral Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Administrative Agent.

Matters Relating to Collateral. A. CREATIONCreation, PERFECTION AND PRIORITY OF LIENSPerfection and Priority of Liens. The execution and delivery of the Collateral Documents by Loan Parties, together with (xi) the actions taken on or prior to the date hereof Closing Date pursuant to subsections 3.1M4.1K and 6.7, 3.1N, 5.8, 5.9 (ii) the actions taken on or prior to the Merger Date pursuant to subsections 4.2E and 5.11 6.7 and (yiii) the delivery to Collateral Administrative Agent of any Pledged Collateral of the Loan Parties not delivered to Collateral Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Collateral Agent, Administrative Agent for the benefit of Lenders, as security for the respective Secured PartiesObligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Collateral of the Loan Parties (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 6.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Collateral Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Administrative Agent.