Common use of Validity and Perfection of Security Interest Clause in Contracts

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the Pledgee, a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected (i) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "security" (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Pledge Agreement is effective to create in favor of the PledgeeAdministrative Agent, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the Pledged Collateral. Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Administrative Agent with duly executed stock powers Transfer Powers with respect theretothereto or when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors, (ii) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "security" (as such term is defined in the UCC)Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Pledge Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the PledgeeAdministrative Agent, for the benefit of the Pledgeeother Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral. Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Administrative Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "“security" ” (as such term is defined in the UCC)) but is of a type of property as to which perfection may be obtained by filing a UCC financing statement, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the PledgeeAgent, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the Pledged Collateral. Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "“security" ” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the PledgeeAgent, for the benefit of the Pledgeeother Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral. Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Agent with duly executed stock powers with respect thereto, (ii) with respect to any such Pledged Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "“security" ” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of itself, the PledgeeIssuing Bank and the Lenders, a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected (i) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when the UCC financing statements statement in appropriate form are is filed in the appropriate filing offices office in the jurisdiction of organization of the Pledgors Pledgor or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "“security" ” (as such term is defined in the UCC), when the UCC financing statements statement in the appropriate form are is filed in the appropriate filing offices office in the jurisdiction of organization of the PledgorsPledgor. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any the Pledgor under this Agreement. (d) Pledged Equity Interests. The information set forth on Schedule 1 hereto with respect to the Collateral of the Pledgor is true and correct.

Validity and Perfection of Security Interest. This Pledge Agreement is effective to create in favor of the PledgeeAdministrative Agent, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the CollateralPledged Collateral (senior to all Liens other than Liens permitted by Section 9.2(a) of the Credit Agreement (other than Permitted Junior Liens)). Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Administrative Agent with duly executed stock powers Transfer Powers with respect theretothereto or when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors, (ii) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "security" (as such term is defined in the UCC)Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted Pledgors (and any other actions required by any Pledgor under this Agreementapplicable law are taken).

Validity and Perfection of Security Interest. This Pledge Agreement is effective to create in favor of the PledgeeAdministrative Agent, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the CollateralPledged Collateral (senior to all Liens other than Liens permitted by Section 9.2(a) of the Credit Agreement (other than Permitted Junior Liens)). Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security and is evidenced by a certificate, when such Pledged Collateral is delivered to the Pledgee Administrative Agent with duly executed stock powers Transfer Powers with respect theretothereto or when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of Pledgor, (ii) with respect to any such Pledged Collateral that is a "security" (as such term is defined in the UCC) Security but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a "security" (as such term is defined in the UCC)Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted Pledgors (and any other actions required by any Pledgor under this Agreementapplicable law are taken).

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the Pledgee, Pledgee a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected (i) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "security" (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement, with respect to the Equity Interests of any domestic issuer.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected in the Collateral of each Pledgor (i) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors such Pledgor or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "“security" ” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgorssuch Pledgor. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the PledgeeLenders, a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected (i) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "“security" ” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. , Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the PledgeeSecured Beneficiaries, a legal, valid and enforceable first-priority security interest in the Collateral. Such security interest will be perfected in the Collateral of each Pledgor (i) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "“security" ” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors such Pledgor or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "“security" ” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgorssuch Pledgor. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.