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

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit Agreement.

Validity and Priority of Security Interest. The Security Interest security interest granted hereunder constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings described in Section 3.3 3.1 above, a perfected security interest in all of the Collateral, to the extent that perfection of such security interest can be achieved by filings or recordings in the relevant jurisdiction. The Security Interest security interest granted hereunder is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly Collateral other than as permitted pursuant to Section 6.2 of under the Credit Agreement.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit AgreementAgreement and having priority over the Security Interest by operation of Applicable Law.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings described in Section 3.3 3.2 above, a perfected security interest in all of the Collateral, to the extent that perfection of the Security Interest can be achieved by filings or recordings. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit Agreement.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to the Liens under the Senior Credit Facility Documents and those Liens expressly permitted pursuant to Section 6.2 of the Credit AgreementPermitted Encumbrances which have priority under Applicable Law.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit Agreement.Agreement and having priority over the Security Interest by operation of Applicable Law. -9- 3.5

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit AgreementPermitted Encumbrances which have priority under Applicable Law.

Validity and Priority of Security Interest. The Security Interest security interest granted hereunder constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings described in Section 3.3 3.1 above, a perfected security interest in all of the Collateral, to the extent that perfection of such security interest can be achieved by filings or recordings. The Security Interest security interest granted hereunder is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly Collateral other than as permitted pursuant to Section 6.2 of under the Credit Agreement.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings described in Section 3.3 above, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit Loan Agreement and the terms of the Intercreditor Agreement.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral securing the payment and performance of the Obligations, and (b) subject to upon the filings described in Section 3.3 abovefiling of appropriate financing statements or upon the Collateral Agent obtaining control of the Collateral, a perfected security interest in all of the Collateral. The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to those Liens expressly permitted pursuant to Section 6.2 of the Credit AgreementPermitted Encumbrances which have priority under Applicable Law.