Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Secured Obligations and upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been filed on behalf of the Collateral Agent, as applicable, and may be filed on behalf of the Collateral Agent or its designees at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, prior to all other Liens on the Collateral except for Permitted Liens. The Collateral Agent may, but shall have no obligation or duty whatsoever make such filings. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including without limitation those specified in Section 4.2 to: (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts, and (ii) establish the Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transactions Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA).
Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Obligations and upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on such Schedule, may be filed by the Collateral Agent at any time), will constitute fully perfected security interests in all of the Collateral prior to all other Liens on the Collateral except Permitted Liens. To the extent requested by the Collateral Agent, each Grantor has taken all actions necessary, including without limitation those specified in Section 4.2 to (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities or Uncertificated Securities or (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Accounts).
Valid, Perfected First Priority Liens. (a) Except with respect to Specified IP Assets, this Agreement is effective to create a valid and enforceable security interest in the Collateral in favor of the Collateral Agent to secure the payment and performance of the Priority Lien Obligations, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement constitute a legal and valid security interest in the Collateral in favor of the Agent, for the benefit of the Lenders, securing the payment and performance of the Obligations and, subject to (x) as of the date hereof, the completion of all filings specified on Schedule 2 and, as of any date thereafter, the completion of all additional filings required hereby (all of which have been delivered to the Agent as of the date hereof or within the period required hereby with respect to the applicable Collateral, as applicable, in duly completed form and may be filed by the Agent at any time) and payment of all filing fees and (y) the Agent taking possession or Control of all Collateral with respect to which a security interest may be perfected only by possession or Control within the period required hereby with respect to the applicable Collateral, will constitute a perfected security interest in all the Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or the possession or Control of such Collateral and other than Excluded Perfection Assets), prior to all other Liens on the Collateral except for Permitted Liens.
Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of Secured Party, securing the payment and performance of Pledgor’s Secured Obligations and upon completion of the filings and other actions specified on Schedule 2 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to Secured Party in duly completed and duly executed form, as applicable, and may be filed by Secured Party at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, prior to all other Liens on the Collateral except for Permitted Liens. Without limiting the foregoing, Pledgor has taken all actions necessary or desirable, including without limitation those specified in Section 4.2 to establish Secured Party’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities or Uncertificated Securities.
Valid, Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of the Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Secured Obligations and upon completion of the filings and other actions specified on Schedule 3 and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, prior to all other Liens on the Collateral to the extent governed by U.S. law except for (x) Permitted Encumbrances to the extent any such Permitted Encumbrance would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable law, (y) Permitted Liens and (z) liens subject to the Intercreditor Agreements, which will be subject to the provisions thereof.
Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement each constitute a legal and valid security interest in favor of the Administrative Agent for the benefit of the Secured Parties, securing the payment and performance of the Obligations and upon the execution and delivery by each Pledgor of this Agreement, and (i) delivery of the certificates evidencing the Pledged Equity Interests to and continued possession thereof by the Administrative Agent in the State of New York and (ii) filing of UCC financing statements in the filing office specified on Schedule 2 naming each Pledgor as “debtor”, naming the Administrative Agent as “secured party” and describing the Collateral, the Administrative Agent for the benefit of the Secured Parties will have a legal, valid and perfected lien upon and security interest in such Pledged Equity Interests and in the other Collateral as security for the payment and performance of the Obligations to the extent such perfection is governed by the UCC, subject to no prior Lien other than Permitted Liens or Liens arising pursuant to a requirement of law.
Valid, Perfected First Priority Liens. (a) Except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law), the security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of the Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Obligations and (i) upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Agent in duly completed and duly executed form, as applicable, and may be filed by the Agent at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, and (ii) are prior to all other Liens on the Collateral except, in the case of all Collateral other than Pledged Equity Interests, Permitted Liens and, in the case of Pledged Equity Interests, non-consensual Permitted Liens imposed by operation of law.
Valid, Perfected First Priority Liens. The security interests granted pursuant to this Agreement constitute a legal and valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, securing the payment and performance of the Pledgor’s Secured Obligations and upon completion of the filings and other actions specified on Schedule 2 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral prior to all other Liens on the Collateral except for non-consensual Liens arising by operation of law and pari passu Permitted Liens under Sections 7.01(t) and 7.01(u) of the Credit Agreement. To the extent requested by the Administrative Agent, the Pledgor has taken all actions necessary, including without limitation those specified in Section 4.2 to establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities or Uncertificated Securities.
Valid, Perfected First Priority Liens. (a) This Agreement is effective to create a valid and enforceable security interest in the Collateral in favor of the Agent to secure the payment and performance of the Obligations, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
