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 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 7 to the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged Collateral will at all times constitute a perfected security interest and Lien prior to all other Liens on such Pledged 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 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 7 6 to the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Administrative Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the security interest and Lien granted to the Collateral Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged Collateral will at all times constitute a perfected security interest and Lien prior to all other Liens on such Pledged Collateral except for Permitted LiensEncumbrances and Liens otherwise permitted by Section 7.02 of the Credit Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Noteholder Collateral Agent for the 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 ObligationsNotes Obligations under applicable Legal Requirements in the United States, and (b) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described in on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the payment of Intercreditor Agreement) in all such Collateral under applicable feesLegal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possessionPaper, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights Rights, subject to the deliveries contemplated pursuant to Section 3.1 and all Uncertificated SecuritiesSection 3.4 and the filings contemplated pursuant to Section 3.3, in each case a valid and enforceable perfected first priority security interest in which is (with respect to the perfected by such “control”, a perfected first priority security interest contemplated by Section 3.3, subject to the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the Pledged Collateral. To United States to the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the . The security interest and Lien granted to the Noteholder Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a perfected valid and enforceable perfected, continuing first priority security interest therein under applicable Legal Requirements in the United States to the extent required by this Agreement, subject only to clause (b) of the preceding sentence, Permitted Liens and Lien prior to all other Liens on such Pledged Collateral except for Permitted Liensthe Intercreditor 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 deliveries required by Section 3.1 herein or the filings and other actions described in Schedule 7 to 6 of the Perfection Certificate, a valid, enforceable, perfected First Priority (or, in the payment case of all applicable feesABL Priority Collateral, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a Second Priority) security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdictionsubject to Permitted Liens) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To Collateral to the extent perfection of the a security interest in such Pledged Collateral is required can be perfected pursuant to such deliveries or filings, except as such enforceability may be limited by this Agreementbankruptcy, the insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 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 such the Pledged Collateral will at all times constitute a valid, enforceable, perfected (subject to the limitations herein and the other Term Loan Documents), continuing First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest and Lien prior therein, subject only to all other Liens on such Pledged Collateral except for Permitted Liens, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the 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 7 6 to the Perfection CertificateCertificate (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), the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdictioni) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, will constitute a perfected security interest in all the Pledged CollateralCollateral in which a security interest may be perfected in the United States by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions and (ii) will constitute a perfected security interest in all Pledged Collateral in which a security interest may be perfected in the United States upon the timely receipt and recording of the Patent Security Agreement, Copyright Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. To Except to the extent perfection of the a security interest in such Pledged Collateral is required cannot be perfected by this Agreementthe filings or other actions described in the preceding clauses (i) and (ii), the security interest and Lien granted to the Collateral Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such the Pledged Collateral will at all times constitute a perfected perfected, continuing security interest and Lien therein (other than with respect to real property leases), prior to all other Liens on such the Pledged Collateral except for Permitted LiensLiens and with respect to the Pledged Securities, to restrictions on transfer under applicable state and federal securities laws, subject to the filing of continuation statements as required by applicable law.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Administrative Agent for the 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 7 to the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Control Agent or the Administrative Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Unifor m Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the security interest and Lien granted to the Collateral Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged Collateral will at all times constitute a perfected security interest and Lien prior to all other Liens, except for, in the case of Pledged Collateral other than ABL Collateral, for Permitted Liens identified in clauses (b), (j), (l), (o) and (r) of Section 7.14 of the Credit Agreement and, with respect to all Pledged Collateral, except for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral except for Permitted Liensby operation of law or pursuant to the Intercreditor Agreement.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) The Security Interest constitutes a legal and valid security interest in all of the Pledged Collateral securing the payment and performance of the Secured Obligations. Upon the giving of value, and (b) subject to the filings and other actions described filing of financing statements describing the Collateral in Schedule 7 to the offices located in the jurisdictions listed on the Perfection Certificate, the payment recording in the PTO of the Trademark Security Agreement Supplement and the Patent Security Agreement Supplement and in the Copyright Office of the Copyright Security Agreement Supplement, as applicable, the taking of all applicable feesactions in respect of perfection contemplated by Sections 6.05, 6.06, 6.07, 6.08, 6.09 and 6.10 in respect of Collateral (in which a security interest cannot be perfected by the filing of a financing statement or such recordings in the PTO or the Copyright Office), except as otherwise provided in Section 7 hereof, the delivery to Security Interest will be valid, enforceable and continuing possession perfected in all Collateral in which a security interest can be perfected by the Collateral Agent filing a financing statement, taking possession or obtaining control under the NYUCC. (b) The Security Interest is and shall be prior to any other Lien on any of all Certificated Securitiesthe Collateral (but with the respective priorities with respect to the security interests granted pursuant hereto as among the Secured Parties as set forth in Section 2.02), all Instrumentsother than Permitted Encumbrances which by their terms, all Tangible Chattel Paper the time of their incurrence or otherwise pursuant to applicable law are prior to the Security Interest. (c) Without limiting the foregoing Section 5.07(b), the Collateral Agent, on behalf of the Secured Parties, agrees that Liens granted by any Grantor in favor of its commercial trading counterparties pursuant to netting agreements or other contractual setoff arrangements, which Liens encumber rights under agreements that are subject to such netting agreements or contractual setoff arrangements and all Documents a security interest which Liens secure such Grantor's obligations to each such counterparty under such agreements (provided that such agreements, such netting agreements and such contractual setoff arrangements are entered into in which is perfected by possessionthe ordinary course of business, and provided further that the obtaining and maintenance of “control” (as described payables secured are incurred in the Uniform Commercial Code as in effect in the applicable jurisdictionordinary course of business and are not past due) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case shall have a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To the extent perfection of the first priority security interest in such Pledged Collateral Grantor's rights to payments from such counterparties and the accounts of such Grantor's representing the same, and that the Security Interest is required by this Agreement, the security interest and Lien granted subordinate to the Collateral Agent for the benefit Lien of the Secured Parties pursuant to this Agreement any such counterparties in such payments and on such Pledged Collateral will at all times constitute a perfected security interest and Lien prior to all other Liens on such Pledged Collateral except for Permitted Liensaccounts.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the 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) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described on Schedule 1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in Schedule 7 all such Collateral to the Perfection Certificateextent required by this Agreement and (ii) with respect to certificated Securities Collateral, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possessionPaper, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights Rights, subject to the deliveries contemplated pursuant to Section 3.1 and all Uncertificated SecuritiesSection 3.4 and the filings contemplated pursuant to Section 3.3, in each case a valid and enforceable perfected first priority security interest in which is (with respect to the perfected by such “control”, a perfected first priority security interest contemplated by Section 3.3, subject to Permitted Liens) in all the Pledged Collateral. To such Collateral to the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the . The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a perfected valid and enforceable perfected, continuing first priority security interest therein to the extent required by this Agreement, subject only to clause (b) of the preceding sentence and Lien prior to all other Liens on such Pledged 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 described on Schedule 6 and other actions described in Schedule 7 to 13 of the Perfection Certificate, a valid, enforceable, perfected First Priority (or, in the payment case of all applicable feesABL Priority Collateral, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a Second Priority) security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdictionsubject to Permitted Liens) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To Collateral to the extent perfection of the a security interest in such Pledged Collateral is required can be perfected pursuant to such filings, except as such enforceability may be limited by this Agreementbankruptcy, the insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 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 such the Pledged Collateral will at all times constitute a valid, enforceable, perfected (subject to the limitations herein and the other Loan Documents), continuing First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest and Lien prior therein, subject only to all other Liens on such Pledged Collateral except for Permitted Liens, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the 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 (x) the filings and other actions described in Schedule 7 to the Perfection Certificate, Certificate (to the payment extent required to be listed on the schedules to the Perfection Certificate as of all applicable fees, the delivery date this representation is made or deemed made) and (y) the Controlling Agent taking possession or control of the Pledged Collateral with respect to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents which a security interest in which is may be perfected only by possession, and the obtaining and maintenance of “possession or control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To the extent perfection of the security interest in Collateral (other than such Pledged Collateral is required in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by this Agreement, the filing of a financing statement or by possession or control by the Controlling Agent). The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such the Pledged Collateral will at all times constitute a perfected (other than with respect to such Pledged Collateral in which a security interest and Lien cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or in which the Controlling Agent has not taken possession or control if required by applicable law), continuing security interest therein, prior to all other Liens on such the Pledged 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 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) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described on Schedule 1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in Schedule 7 all such Collateral to the Perfection Certificateextent required by this Agreement and (ii) with respect to certificated Securities Collateral, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possessionPaper, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights Rights, subject to the deliveries contemplated pursuant to Section 3.1 and all Uncertificated SecuritiesSection 3.4 and the filings contemplated pursuant to Section 3.3, in each case a valid and enforceable perfected first priority security interest in which is (with respect to the perfected by such “control”, a perfected first priority security interest contemplated by Section 3.3, subject to Permitted Liens) in all the Pledged Collateral. To such Collateral to the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the . The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a valid and enforceable perfected continuing first priority security interest therein to the extent required by this Agreement, subject only to clause (b) of the preceding sentence and Lien prior to all other Liens on such Pledged Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Noteholder Collateral Agent for the 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 ObligationsNotes Obligations under applicable Legal Requirements in the United States, and (b) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described in on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in all such Collateral under applicable Legal Requirements in the payment of all applicable feesUnited States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possessionPaper, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights Rights, subject to the deliveries contemplated pursuant to Section 3.1 and all Uncertificated SecuritiesSection 3.4 and the filings contemplated pursuant to Section 3.3, in each case a valid and enforceable perfected first priority security interest in which is (with respect to the perfected by such “control”, a perfected first priority security interest contemplated by Section 3.3, subject to the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the Pledged Collateral. To United States to the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the . The security interest and Lien granted to the Noteholder Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a perfected valid and enforceable perfected, continuing first priority security interest therein under applicable Legal Requirements in the United States to the extent required by this Agreement, subject only to clause (b) of the preceding sentence and Lien prior to all other Liens on such Pledged 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 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 7 to the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Collateral Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Letter of Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To Collateral (provided that no representation is made with respect to the extent perfection of the security interest interests in such Pledged Collateral any Deposit Accounts that is required by this not subject to a Deposit Account Control Agreement, the ). The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such the Pledged Collateral will at all times constitute a perfected security interest and Lien Liens prior to all other Liens on such the Pledged Collateral except for Permitted LiensLiens permitted by the Credit Agreement that have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Noteholder Collateral Agent for the 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 ObligationsNotes Obligations under applicable Legal Requirements in the United States, and (b) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described in on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the payment of Intercreditor Agreement) in all such Collateral under applicable feesLegal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possessionPaper, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights Rights, subject to the deliveries contemplated pursuant to Section 3.1 and all Uncertificated SecuritiesSection 3.4 and the filings contemplated pursuant to Section 3.3, in each case a valid and enforceable perfected first priority security interest in which is (with respect to the perfected by such “control”, a perfected first priority security interest contemplated by Section 3.3, subject to the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the Pledged Collateral. To United States to the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the . The security interest and Lien granted to the Noteholder Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a perfected valid and enforceable perfected, continuing first priority security interest therein under applicable Legal Requirements in the United States to the extent required by this Agreement, subject only to clause (b) of the preceding sentence, Permitted Liens and Lien prior to all other Liens on such Pledged Collateral except for Permitted Liensthe Intercreditor Agreement.

Validity of Security Interest. The security interest interests in and Lien Liens on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest interests 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 7 to of the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, all Securities Accounts, all Commodities Accounts, all Electronic Chattel Paper, Letter-of-Credit Rights and all Uncertificated Securities, in each case a security interest in which is perfected by such “control”, a perfected security interest in all the Pledged Collateral. To Collateral in which a security interest may be perfected by the extent perfection filing of (A) a financing statement pursuant to the UCC or (B) the filing of this Agreement with the United States Patent and Trademark Office or the United States Copyright Office and (c) upon delivery of the certificates contemplated in Section 4.1(i) hereof, a perfected security interest in such Pledged Collateral is required by this Agreement, the certificated Securities Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the First Priority Secured Parties pursuant to this Agreement in and on such the Pledged Collateral will at all times as of the date hereof constitute a perfected perfected, continuing first priority security interest therein, superior and prior to the rights of all other Persons therein other than with respect to the holders of Permitted Liens. The security interest and Lien granted to the Collateral Agent for the benefit of the Second Priority Secured Parties pursuant to this Agreement in and on the Pledged Collateral will as of the date hereof constitute a perfected, continuing second priority security interest therein, superior and prior to the rights of all other Liens on such Pledged Collateral except for Persons therein other than with respect to the First Priority Secured Parties and holders of Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the 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) (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, subject to the filings and other actions described on Schedule 1 hereto, upon making the filings and taking the actions described on Schedule 1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in Schedule 7 all such Collateral to the Perfection Certificate, the payment of all applicable fees, the delivery to and continuing possession by the Collateral Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents extent a security interest in which is therein can be perfected by possessionthe filing of such financing statements and the taking of such actions, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdictionii) by the Administrative Agent of all with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, all Securities Accounts, all Commodities Accounts, all certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and all Uncertificated SecuritiesRights, in each case constituting Collateral, subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3, a valid and enforceable perfected first priority security interest (with respect to the perfected first priority security interest contemplated by Section 3.3, subject to Permitted Liens) in all such Collateral to the extent a security interest in which is therein can be perfected by such “control”, a perfected security interest in all the Pledged Collateraldeliveries and filings. To the extent perfection of the security interest in such Pledged Collateral is required by this Agreement, the The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on such Pledged the Collateral will at all times constitute a perfected valid and enforceable perfected, continuing first priority security interest therein to the extent required by this Agreement, subject only to clause (b) of the preceding sentence and Lien prior to all other Liens on such Pledged Collateral except for Permitted Liens.