Common use of Validity of Security Interest Clause in Contracts

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) and to Schedule 4.2 hereof, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing , except as otherwise permitted in this Agreement and action shall be made or taken or shall be caused subject to be made or taken by the Borrower promptly following deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the Closing Datefilings contemplated pursuant to Section 3.3. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will will, except as otherwise provided in this Agreement, at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) and to Schedule 4.2 hereof, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing , except as otherwise permitted in this Agreement and action shall be made or taken or shall be caused subject to be made or taken by the Borrower promptly following deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the Closing Datefilings contemplated pursuant to Section 3.3. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will will, except as otherwise provided in this Agreement, at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for its benefit and for the ratable benefit of the other Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise permitted in this Agreement. The security interest and Lien granted to the Collateral Agent for its benefit and for the ratable benefit of the other Secured Parties pursuant to this Agreement in and on the Pledged Collateral Collateral, except as otherwise provided in this Agreement and subject to the limitations set forth herein, will at all times constitute a valid, enforceable, perfected, continuing first priority security interest thereintherein (to the extent such security interests can be perfected by filing in each office specified in Schedule V hereof), prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens. Upon the taking of possession or control by the Collateral Agent of Pledged Collateral with respect to which a security interest may be perfected by possession or control, the Liens created by this Agreement shall constitute first priority perfected Liens on, and security interests in such Pledged Collateral.

Validity of Security Interest. The As of the date hereof, the security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) being duly made, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing DateCollateral except as otherwise provided herein. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) being duly made, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise provided herein. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times to the extent required by this Agreement, constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens including, with respect to the ABL Collateral, subject only Liens granted to Permitted Liensthe ABL Agent until the Discharge of ABL Obligations.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) being duly made, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise provided herein. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens including, with respect to the ABL Collateral, subject only Liens granted to Permitted Liensthe ABL Agent until the Discharge of ABL Obligations.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent Trustee for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date. The security interest and Lien granted to the Collateral Agent Trustee for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for (i) Liens securing the First Lien Obligations and (ii) Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing , except as otherwise permitted in this Agreement and action shall be made or taken or shall be caused subject to be made or taken by the Borrower promptly following limitations and deliveries contemplated pursuant to Sections 3.1 to 3.4 and the Closing Datefilings contemplated pursuant to Section 3.3. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral Collateral, except as otherwise provided in this Agreement and subject to the limitations set forth herein, will at all times constitute a valid, enforceable, perfected, continuing first priority security interest thereintherein (to the extent such security interests can be perfected by filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate), prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) being duly made, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise provided herein. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured ObligationsIndebtedness, and (b) subject to the filings and other actions described in Schedule 6 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by Collateral except for the Borrower promptly following the Closing DatePledged Securities. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted LiensLiens granted under the Existing Senior Security Agreement and to Liens permitted under the Second Lien Term Loan Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured ObligationsIndebtedness, and (b) subject to the filings and other actions described in Schedule 6 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by Collateral except for the Borrower promptly following the Closing DatePledged Securities. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted LiensLiens granted under the Senior Security Agreement and to Liens permitted under the Second Lien Term Loan Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)1 hereto, a valid, enforceable, perfected first priority Second Priority security interest (other than Permitted Liens) in all the Pledged CollateralCollateral to the extent a security interest in such Pledged Collateral can be perfected pursuant to such filings. Each such filing and action shall be made Pledgor hereby covenants to file or taken or shall be caused cause to be made or taken by filed the Borrower promptly following the Closing Datefilings described in Schedule 1 hereto. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfectedperfected (subject to the limitations herein and in the Indenture), continuing first priority Second Priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 SCHEDULE 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise permitted in this Agreement. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will will, except as otherwise provided in this Agreement, at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured ObligationsIndebtedness, and (b) subject to the filings and other actions described in Schedule 6 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by Collateral except for the Borrower promptly following the Closing DatePledged Securities. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted LiensLiens granted under the Existing Senior Security Agreement or the Existing Second Lien Security Agreement and to Liens permitted under the Third Lien Term Loan Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in on Schedule 6 to the Perfection Certificate and Section 3.4 of this Agreement (to the extent required to be listed on the schedules to the Perfection Certificate or required to be taken hereunder as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 4 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) and subject to the limitations in Section 3.4, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused Subject to be made or taken by the Borrower promptly following limitations in Section 3.4, the Closing Date. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged CollateralCollateral except for Permitted Prior Liens, subject only to Permitted LiensLiens and any other Liens permitted under the Indenture.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured ObligationsIndebtedness, and (b) subject to the filings and other actions described in Schedule 6 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by Collateral except for the Borrower promptly following the Closing DatePledged Securities. The security interest and Lien granted to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Permitted LiensLiens granted under the Amended and Restated Senior Security Agreement or the Amended and Restated Second Lien Security Agreement and to Liens permitted under the Third Lien Term Loan Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each Collateral (to the extent such filing security interest can be perfected by such filings and action shall be made or taken or shall be caused other actions described in Schedule 7 to be made or taken by the Borrower promptly following the Closing DatePerfection Certificate), subject to Permitted Liens. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will (other than any Pledged Collateral that has been released from the Lien created hereunder pursuant to the terms hereof) will, subject to clause (b) of the immediately preceding sentence, at all times constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only Collateral except for Permitted Liens (except to Permitted Liensthe extent that Control is required for perfection).

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)) being duly made, a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral. Each such filing and action shall be made or taken or shall be caused to be made or taken by the Borrower promptly following the Closing Date, except as otherwise provided herein. The security interest and Lien granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times to the extent required by the Credit Documents constitute a valid, enforceable, perfected, continuing first priority security interest therein, prior to all other Liens on the Pledged Collateral, subject only to Collateral except for Permitted Liens.