Common use of Security Interest Perfection Clause in Contracts

Security Interest Perfection. (a) This Agreement is effective to create in favor of Lender, a legal, valid and enforceable first-priority security interest (subject only to Permitted Encumbrances) in the Collateral. (b) In the case of the Pledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b), the Lien granted to Lender pursuant to Article IV hereof shall constitute a fully perfected Lien on, and first-priority security interest (subject only to Permitted Encumbrances) in, all right title and interest of Borrower in the Collateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, as security for the Debt. (i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; (ii) all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) Borrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (B) Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates; and (C) with respect to any Pledged Stock that consists of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Security Interest Perfection. (a) This Agreement is effective In order to create in favor secure the full and punctual payment and performance of Lenderthe Obligations, the Maker hereby grants to the Holder a legal, valid and enforceable first-priority continuing security interest (subject only in and to Permitted Encumbrances) in the Collateral. (b) In the case of the Pledged Stock that is certificatedall right, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b), the Lien granted to Lender pursuant to Article IV hereof shall constitute a fully perfected Lien on, and first-priority security interest (subject only to Permitted Encumbrances) in, all right title and interest of Borrower in the Collateral in which a security interest can be perfected by Maker in, to or under the filing following property, whether now owned or existing or hereafter acquired or arising and regardless of a financing statement in such offices where located, together with all additions thereto, substitutions therefore and the proceeds replacements thereof, as security for the Debt. : (i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged StocksAccounts; (iiii)Chattel Paper; (iii) all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this AgreementInventory; (iv) Borrower has the right and requisite authority Equipment; (v) Instruments; (vi) Investment Property; (vii) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to pledge the Pledged Stocks pledged by Borrower as provided hereinintellectual property; (xi) Supporting Obligations; and (vxii) all actions necessary Proceeds and products of all or desirable any of the Collateral described in clauses (i) through (xi) hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are granted as security only and shall not subject the Holder to, or transfer or in any way affect or modify, any obligation or liability of the Maker with respect to any of the Collateral or any transaction in connection therewith. In order to perfect the Holder's security interest in the Collateral, the Maker agrees to do any or all of the following: The Maker shall sign all financing statements, or other documents reasonably requested by the Holder for the purpose of perfecting and establish maintaining the first priority (subject only to Permitted Encumbrances) of Lender’s Liens security interest in the Pledged StocksCollateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this Agreement, and in each case whether or not the proceeds thereof, Maker's signature appears thereon. The Maker will have been duly taken, upon cooperate with the Holder in obtaining control with respect to Collateral consisting of: (A) the execution and delivery of this AgreementDeposit Accounts; (B) Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates8) Investment Property; and (C) with respect to any Pledged Stock that consists Letter of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subjectCredit Rights.

Security Interest Perfection. (a) This Agreement is effective In order ro secure the full and punctual payment and performance of the Obligations, the Maker hereby grants to create in favor of Lender, the Holder a legal, valid and enforceable first-priority continuing security interest in and to all right, title and of the Maker in, to or under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located, together with all additions thereto, substitutions therefor and replacements thereof: (i) Accounts; (ii) Chattel Paper; (iii) Inventory; (iv) Equipment; (v) Instruments; (vi) Investment Property; (vii) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to intellectual property; (xi) Supporting Obligations; and (xii) all Proceeds and products of all or any of the Collateral described in clauses (i) through hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are only and shall not subject only the Holder to, or or in way or modify, any obligation or liability of the Maker with respect to Permitted Encumbrances) any of the Coll_a1 or any transaction in the Collateralconnection therewith. (b) In order to perfect the case of the Pledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and Holder's security interest in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b)Collateral, the Lien granted Maker to Lender pursuant agrees to Article IV hereof shall constitute a fully perfected Lien on, and first-priority security interest (subject only to Permitted Encumbrances) in, do any or all right title and interest of Borrower in the Collateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, as security for the Debt.ofthe following: (i) Except The Maker shall sign financing statements, or other documents reasonably requested by the Holder for the purpoae of perfecting and maintaining the first priority security interest created herebyin the Collateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this Agreemc:nt, Borrower is and will at all times be in each case whether or not the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; Maker's signature appears thereon. (ii) all of The Maker will cooperate with the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) Borrower has the right and requisite authority Holder in obtaining control with respect to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon Collateral consisting of: (A) the execution and delivery of this AgreementDeposit Accounts; (B) Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificatesInvestment Property; and (C) with respect to any Pledged Stock that consists Letter of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subjectCredit Rights.

Security Interest Perfection. (a) This Agreement is effective to create in favor of Lender, a legal, valid and enforceable first-priority security interest (subject only to Permitted Encumbrances) in the Collateral. (b) In the case of the Pledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b4.1.7(b), the Lien granted to Lender pursuant to in Article IV III hereof shall constitute a fully perfected Lien on, and first-priority security interest (subject only to Permitted Encumbrances) in, all right title and interest of Borrower in the Collateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, as security for the Debt. (i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; (ii) all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c4.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) Borrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (B) Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates; and (C) with respect to any Pledged Stock that consists of an uncertificated security or a security in book entry form, (D) the Pledged Stocks having shall have been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.