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 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 annexed to the Perfection Certificate, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only to clause (b) of the preceding sentence and Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 annexed 4.2 and to the Perfection Certificateexceptions permitted hereunder, a perfected security interest in all the Pledged Collateral, subject to Permitted Liens. The security interest and Lien granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only prior to clause (b) of all other Liens on the preceding sentence and Pledged Collateral except for Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 annexed to the Perfection Certificate, Certificate a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing first priority security interest therein, superior and prior to the rights of all other persons therein subject only to clause (b) of the preceding sentence and Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 6 annexed to the Perfection Certificate, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only to clause (b) of the preceding sentence and Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 annexed to Section 3.20 of the Perfection CertificateCredit Agreement, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only to clause (b) of the preceding sentence and Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent Trustee 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 upon delivery of the Pledged Collateral to the filings and other actions described in Schedule 7 annexed to the Perfection CertificateTrustee, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Agent Trustee for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing first priority security interest therein, subject only superior and prior to clause (b) the rights of the preceding sentence and Permitted Collateral Liensall other Persons therein.

Validity of Security Interest. The security interest in ----------------------------- and Lien on the Pledged Collateral granted to the Administrative Agent Trustee (for the benefit of the Secured Parties 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 annexed to of the Perfection Certificate, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Agent Trustee for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing first priority security interest therein, subject only superior and prior to clause the rights of all other Persons therein other than in the case of any Pledged Collateral (bother than Securities Collateral) with respect to the holders of the preceding sentence and Permitted Collateral Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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 6 annexed to the Perfection Certificate, a perfected security interest in all the Pledged CollateralPledged. The security interest and Lien granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only therein prior to clause (b) of all other Liens on the preceding sentence and Pledged Collateral in existence on the date hereof except for Permitted Collateral LiensLiens (in the case of Pledged Collateral other than Pledged Securities).

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the 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 Obligations, and (b) subject to the filings and other actions described in Schedule 7 6 annexed to the Perfection Certificate, a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, subject only to clause (b) of the preceding sentence and Permitted Collateral Liens.