Common use of Validity of Security Interest Clause in Contracts

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

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 Notes Obligations under applicable Legal Requirements in the United StatesSecured Obligations, and (b) subject to (ix) the filings described in Schedule 7 to the case Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of all the date this representation is made or deemed made) and (y) the Controlling Agent taking possession or control of the Pledged Collateral in with respect to which a security interest may be perfected only by possession or control, a perfected security interest in all the Pledged Collateral (other than such Pledged Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement under or by possession or control by the UCC, subject to the filings and other actions described on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor Agreement) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this AgreementControlling Agent). 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 the Pledged Collateral will at all times constitute a valid and enforceable perfectedperfected (other than with respect to such Pledged Collateral in which a security interest 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 first priority security interest therein under applicable Legal Requirements in therein, prior to all other Liens on the United States to the extent required by this Agreement, subject only to clause (b) of the preceding sentence, Pledged Collateral except for Permitted Liens and the Intercreditor AgreementLiens.”

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Noteholder 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 Notes Obligations under applicable Legal Requirements in the United StatesSecured 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 7 to 6 and Schedule 13 of the Perfection Certificate, a valid and enforceable valid, enforceable, perfected first priority First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest (subject to Permitted Liens and the Intercreditor Agreement) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such the Pledged Collateral under applicable Legal Requirements in the United States to the extent required a security interest in such Pledged Collateral can be perfected pursuant to such filings, except as such enforceability may be limited by this Agreementbankruptcy, 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 Noteholder 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 valid, enforceable, perfected (subject to the limitations herein and enforceable perfectedthe other Loan Documents), continuing first priority First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest therein under applicable Legal Requirements in the United States to the extent required by this Agreementtherein, subject only to clause (b) of the preceding sentencePermitted Liens, Permitted Liens and the Intercreditor Agreementexcept 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 interests in and Lien Liens 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 interests in all the Pledged Collateral securing the payment and performance of the Notes Obligations under applicable Legal Requirements in the United StatesSecured Obligations, and (b) (i) subject to the filings described in Schedule 7 of the case of Perfection Certificate, a perfected security interest in all the Pledged Collateral in which a security interest may be perfected by the filing of (A) a financing statement under the UCC, subject pursuant to the filings and other actions described on Schedule 7 to UCC or (B) the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor Agreement) in all such Collateral under applicable Legal Requirements in filing of this Agreement with the United States to Patent and Trademark Office or the extent required by this Agreement United States Copyright Office and (iic) with respect to upon delivery of the certificates contemplated in Section 4.1(i) hereof, a perfected security interest in the certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement. The security interest and Lien granted to the Noteholder Collateral Agent for the benefit of the First Priority Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times as of the date hereof constitute a valid and enforceable perfected, continuing first priority security interest therein under applicable Legal Requirements in the United States therein, superior and prior to the extent required by this Agreement, subject only rights of all other Persons therein other than with respect to clause (b) the holders of Permitted Liens. The security interest and Lien granted to the Collateral Agent for the benefit of the preceding sentenceSecond 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 Persons therein other than with respect to the First Priority Secured Parties and holders of Permitted Liens and the Intercreditor AgreementLiens.”

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Noteholder 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 Notes Obligations under applicable Legal Requirements in the United StatesSecured 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 deliveries required by Section 3.1 herein or the filings and other actions described on in Schedule 7 to 6 of the Perfection Certificate, a valid and enforceable valid, enforceable, perfected first priority First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest (subject to Permitted Liens and the Intercreditor Agreement) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such the Pledged Collateral under applicable Legal Requirements in the United States to the extent required a security interest in such Pledged Collateral can be perfected pursuant to such deliveries or filings, except as such enforceability may be limited by this Agreementbankruptcy, 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 Noteholder 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 valid, enforceable, perfected (subject to the limitations herein and enforceable perfectedthe other Term Loan Documents), continuing first priority First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest therein under applicable Legal Requirements in the United States to the extent required by this Agreementtherein, subject only to clause (b) of the preceding sentencePermitted Liens, Permitted Liens and the Intercreditor Agreementexcept 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 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 Collateral securing the payment and performance of the Notes Obligations under applicable Legal Requirements in the United StatesSecured 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 7 to the Perfection Certificate1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor AgreementLiens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement. 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 the Collateral will at all times constitute a valid and enforceable perfected, 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, sentence and Permitted Liens and the Intercreditor AgreementLiens.”

Validity of Security Interest. The security interest in and Lien on the 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 Collateral securing the payment and performance of the Notes 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 on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor Agreement) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement. 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 the Collateral will at all times constitute a 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 the Intercreditor Agreement.”

Validity of Security Interest. The security interest in and Lien on the 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 Collateral securing the payment and performance of the Notes 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 on Schedule 7 to the Perfection Certificate, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor AgreementLiens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement. 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 the Collateral will at all times constitute a 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, sentence and Permitted Liens and the Intercreditor AgreementLiens.”

Validity of Security Interest. The security interest in and Lien on the 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 Collateral securing the payment and performance of the Notes Obligations under applicable Legal Requirements in the United StatesSecured 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 7 to the Perfection Certificate1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor AgreementLiens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required by this Agreement. 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 the Collateral will at all times constitute a 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, sentence and Permitted Liens and the Intercreditor AgreementLiens.”

Validity of Security Interest. The security interest in and Lien on the 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 Collateral securing the payment and performance of the Notes Obligations under applicable Legal Requirements in the United StatesSecured 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 7 to 1 hereto, upon making the Perfection Certificatefilings and taking the actions described on Schedule 1 hereto, a valid and enforceable perfected first priority security interest (subject to Permitted Liens and the Intercreditor AgreementLiens) in all such Collateral under applicable Legal Requirements in the United States to the extent required a security interest therein can be perfected by this Agreement the filing of such financing statements and the taking of such actions, and (ii) with respect to certificated Securities Collateral, Instruments, Tangible Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, certificated Investment Property, Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights, 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 the Intercreditor Agreement and Permitted Liens) in all such Collateral under applicable Legal Requirements in the United States to the extent required a security interest therein can be perfected by this Agreementsuch deliveries and filings. 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 the Collateral will at all times constitute a 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, sentence and Permitted Liens and the Intercreditor AgreementLiens.”