Loan Documents or in
any other documents, certificates and statements furnished to the Administrative
Agent and the Lenders for use in connection with the transactions contemplated
hereby and by the other Loan Documents.
4.19.
Security Documents.
(a)
The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds and products thereof.
In the case of
the Pledged Equity Interests described in the Guarantee and Collateral
Agreement, when certificates representing such Pledged Equity Interests and
related transfer powers are delivered to the Administrative Agent, and in the
case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements and other filings specified on
Schedule 4.19 in appropriate form are filed in the offices specified on
Schedule 4.19, to the extent that a security interest therein can be perfected
by the filing of a financing statement, the Guarantee and Collateral Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Collateral and the proceeds
thereof, as security for the Obligations, in each case prior and superior in
right to any other Person (except, in the case of Collateral other than Pledged
Equity Interests, Liens permitted by Section 7.3).
(B)
SUBJECT TO THE RESERVATIONS, EACH OF THE UK DEBENTURE AND THE UK CHARGE
OVER SHARES IS EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST
IN THE COLLATERAL DESCRIBED THEREIN AND PROCEEDS AND PRODUCTS THEREOF.
IN THE
CASE OF THE PLEDGED EQUITY INTERESTS DESCRIBED IN EACH OF THE UK DEBENTURE AND
THE UK CHARGE OVER SHARES, WHEN CERTIFICATES REPRESENTING SUCH PLEDGED EQUITY
INTERESTS AND RELATED BLANK EXECUTED STOCK TRANSFER FORMS ARE DELIVERED TO THE
ADMINISTRATIVE AGENT, AND IN THE CASE OF THE OTHER COLLATERAL DESCRIBED IN EACH
OF THE UK DEBENTURE AND THE UK CHARGE OVER SHARES, WHEN THE FILINGS SPECIFIED ON
SCHEDULE 4.19 IN APPROPRIATE FORM ARE FILED IN THE OFFICES OR REGISTERS
SPECIFIED ON SCHEDULE 4.19 TO THE EXTENT THAT A SECURITY INTERESTS THEREIN CAN
BE PERFECTED BY ANY SUCH FILING AND ALL NOTICES REQUIRED TO BE SERVED UNDER SUCH
SECURITY DOCUMENTS ARE DULY SERVED BEFORE ANY COMPETING NOTICE COMES INTO
EFFECT, EACH OF THE UK DEBENTURE AND THE UK CHARGE OVER SHARES SHALL (SUBJECT TO
THE RESERVATIONS) CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST
IN, ALL RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN SUCH COLLATERAL AND THE
PROCEEDS THEREOF, AS SECURITY FOR THE SECURED OBLIGATIONS (AS DEFINED IN EACH OF
THE UK DEBENTURE AND THE UK CHARGE OVER SHARES), IN EACH CASE PRIOR AND SUPERIOR
IN RIGHT TO ANY OTHER PERSON (EXCEPT, IN THE CASE OF COLLATERAL OTHER THAN
PLEDGED EQUITY INTERESTS, LIENS PERMITTED UNDER SECTION 7.3 AND EXCEPT IN
RELATION TO THE SHARES OF CAPITAL STOCK OF ANY SUBSIDIARY