Security Interest. The Borrower has granted a security interest (as defined in the UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to the extent such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalf of the Secured Parties, in the Collateral have been (or prior to the applicable Loan will be) made.
Security Interest.SECTION #Security Interest in Collateral. The Borrower has granted a security interest (as definedprovisions of this Agreement and the other Loan Documents create legal, valid and enforceable Liens on all of the Collateral in the UCC) tofavor of the Administrative Agent, on behalffor the benefit of the Secured Parties, and, upon filing a UCC financing statement in the Collateral, which is enforceable in accordance with Applicable Law upon executionLoan Parties’ applicable jurisdiction of organization, such Liens will constitute perfected and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement, the Administrative Agent,continuing Liens on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to the extent such anin which a security interest can be perfected by filing a UCC financing statement understatement, securing the UCC, maintainingSecured Obligations, and having priority over all other Liens on the Collateral except in the case of # Permitted Liens, to the extent any such possession or execution and delivery ofPermitted Liens would have priority over the Account Control Agreement. All filings (including such UCC filings) as are necessaryLiens in any jurisdiction to perfect such security interestfavor of the Administrative Agent, on behalfAgent pursuant to any applicable law or agreement, and # Liens perfected only by possession (including possession of the Secured Parties, in the Collateral have been (or priorany certificate of title), to the applicable Loan will be) made.extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.
SECTION # Security Interest.Interest in Collateral. The Borrower has granted a security interest (as defined inprovisions of this Agreement and the UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Lawother Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Collateral in respect of which and to the extent this Agreement. Upon the filingAgreement and such other Loan Documents purport to create Liens in favor of UCC-1 financing statements naming the Administrative Agent, as secured party andfor the Borrower as debtor, deliverybenefit of possessorythe Secured Parties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to the extent possession or control by the Administrative Agent is required by this Agreement or the other Loan Documents), and the taking of all other actions to be taken pursuant to the terms of this Agreement and the other Loan Documents, such an interestLiens constitute perfected first priority Liens on the Collateral (subject to Liens permitted by [Section 6.02]) to the extent perfection can be perfectedobtained by the filing aof UCC financing statement under the UCC, maintaining suchstatements, possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalf ofcontrol, securing the Secured Parties, in the Collateral have been (or prior toObligations, enforceable against the applicable Loan will be) made.Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION # Security Interest.Interest in Collateral. The Borrower has granted a security interest (as defined inprovisions of this Agreement and the UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Lawother Loan Documents, upon execution and delivery of this Agreement. Uponby the filing of UCC-1 financing statements naming the Administrative Agent, as secured partyparties thereto, create legal and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and deliveryvalid Liens on all of the Account Control Agreement, the Administrative Agent, on behalfCollateral in respect of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateralwhich and to the extent this Agreement and such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessaryother Loan Documents purport to create Liens in any jurisdiction to perfect such security interestfavor of the Administrative Agent, on behalffor the benefit of the Secured Parties, inParties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral have been (or priorwith respect to the applicable Loan will be) made.which a security interest may be perfected by
Security Interest. The Borrower has granted a security interest (as defined inFollowing the UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), anddue execution and delivery of the Account ControlCollateral Documents (other than the Mortgages) required to be executed and delivered by this Agreement, when UCC financing statements in appropriate form are filed in the appropriate governmental offices, the Administrative Agent, on behalf of the Secured Parties,Agent shall have a valid and perfected first priority (except for any Permitted Liens) perfected security interest in the Collateral to(as defined therein) (to the extent that such ansecurity interest can be perfected by filing a financing statement under the UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including suchCollateral Documents and/or recording of the UCC filings) asfinancing statements), free and clear of all Liens other than with respect to Liens expressly permitted by [Section 7.2]. When the certificates evidencing all Capital Stock of Subsidiaries of the Borrower pledged pursuant to the Guaranty and Security Agreement are necessary in any jurisdictiondelivered to perfect such security interest of the Administrative Agent, on behalftogether with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Secured Parties,Liens in such Capital Stock shall be duly perfected first priority security interests, perfected by control as defined in the Collateral have been (or priorUCC to the extent capable of being perfected by delivery of such applicable Loan will be) made.financing statements.
Security Interest. The Borrower has granted a security interest (as definedSECTION #Collateral Documents. Upon execution by the applicable Loan Parties, the Collateral Documents shall be effective to create in the UCC) tofavor of the Administrative Agent, on behalffor the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral, which is enforceablesecuring the Obligations, and, upon # the filing of one or more UCC financing statements in accordance with Applicable Law uponthe appropriate jurisdictions, # delivery of the certificates evidencing shares of stock, membership interests and other equity interests and delivery of the original notes and other instruments representing debt or other obligations owing to the Loan Parties to the Collateral Custodian as bailee for the Administrative Agent and # subject to [Section 5.32], execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured partydeposit account control agreements (in form and the Borrower as debtor, delivery of possessory Collateralsubstance acceptable to the Administrative Agent) with any depositary bank (other than Capital One) at which any Loan Party maintains a deposit account, the Administrative Agent (or its designee),shall have or continue to have a fully perfected first priority Lien (subject to Permitted Encumbrances) on, and security interest in, all right, title and interest of the applicable Loan Parties, in such Collateral and the proceeds thereof that can be perfected upon filing of one or more UCC financing statements and execution and delivery of the Account Control Agreement, the Administrative Agent, on behalfsuch equity interests, notes and other instruments and such control agreements, in each case prior and superior in any right to any other Person. The representations and warranties of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interestLoan Parties contained in the Collateral to the extent such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or executionDocuments are true and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalf of the Secured Parties, in the Collateral have been (or prior to the applicable Loan will be) made.correct (other than Permitted Encumbrances).
The Security Interest. The Borrower has granted a security interest (as definedAgreement is effective to create in the UCC) tofavor of the Administrative Agent, on behalffor the benefit of the Secured Parties, in the Collateral, which isa legal, valid and enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to(as defined in the extentSecurity Agreement) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such anportion of such Collateral in which a security interest canmay be perfected by the filing of a financing statement under the applicable UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in each case prior in right to any jurisdiction to perfect such security interest of the Administrative Agent, on behalf of the Secured Parties, in the Collateral have been (or priorother Lien, other than, subject to the applicable Loan will be) made.Intercreditor Agreement, Permitted Liens.
Security Interest. The Borrower has granted a security interest (as definedSECTION #Collateral Documents. Upon execution by the applicable Loan Parties, the Collateral Documents shall be effective to create in the UCC) tofavor of the Administrative Agent, on behalffor the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral, which is enforceablesecuring the Obligations, and, upon # the filing of one or more UCC financing statements in accordance with Applicable Law uponthe appropriate jurisdictions, # delivery of the certificates evidencing shares of stock, membership interests and other equity interests and delivery of the original notes and other instruments representing debt or other obligations owing to the Loan Parties to the Collateral Custodian as bailee for the Administrative Agent and # execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured partydeposit account control agreements (in form and the Borrower as debtor, delivery of possessory Collateralsubstance acceptable to the Administrative Agent (or its designee), and execution and delivery of the Account Control Agreement,Agent) with any depositary bank (other than Capital One) at which any Loan Party maintains a deposit account, the Administrative Agent, on behalf of the Secured Parties,Agent shall have or continue to have a fully perfected first priority (except for any Permitted Liens) perfectedLien on, and security interest in the Collateral to the extent such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or executionin, all right, title and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalf of the Secured Parties, in the Collateral have been (or prior to the applicable Loan will be) made.
Security Interest. The Borrower has granted aWhen Collateral (to the extent such Collateral constitutes an instrument or certificated security interest (as defined inunder the applicable UCC) to the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateraldelivered to the Administrative Agent (or its designee), and execution and delivery offinancing statements in appropriate form are filed in the Account Control Agreement,applicable filing offices under the applicable UCC, the Administrative Agent, on behalf of the Secured Parties,Agent shall have a first priority (except for any Permitted Liens)fully perfected Lien on, and security interest in the Collateral to the extent such an interest can be perfected by filing a financing statement under the UCC, maintaining such possession or executionin, all right, title and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of the Administrative Agent, on behalfpledgors thereunder in such Collateral, in each case prior in right to any other Lien, other than the Permitted Liens that have priority as matter of the Secured Parties, in the Collateral have been (or prior to the applicable Loan will be) made.Legal Requirement.
Security Interest. The Borrower has granted aAgency for Perfection. Each Lender hereby appoints Administrative Agent and each other Lender as agent and bailee for the purpose of perfecting the security interest (as definedinterests in and liens upon the UCC) to theCollateral of Administrative Agent, on behalf of the Secured Parties,Agent in the Collateral, which is enforceableassets which, in accordance with Applicable Law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent, as secured party and the Borrower as debtor, delivery of possessory Collateral to the Administrative Agent (or its designee), and execution and delivery[Article 9] of the Account Control Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have a first priority (except for any Permitted Liens) perfected security interest in the Collateral to the extent such an interestUCC can be perfected only by filing a financing statement underpossession (or where the UCC, maintaining such possession or execution and delivery of the Account Control Agreement. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect such security interest of a secured party with possession has priority over the security interest of another secured party) and Administrative Agent, on behalfAgent and each Lender hereby acknowledges that it holds possession of any such Collateral for the Secured Parties,benefit of Administrative Agent as secured party. Should any Lender obtain possession of any such Collateral, such Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in the Collateral have been (or prior to the applicable Loan will be) made.accordance with Administrative Agent’s instructions.
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