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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative 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) and to Schedule 4.2 hereof), a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in all the Pledged Collateral, except as otherwise permitted in this Agreement . Each such filing and subject action shall be made or taken or shall be caused to be made or taken by the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and Borrower promptly following the filings contemplated pursuant to Section 3.3Closing Date. The security interest and Lien granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will, except as otherwise provided in this Agreement, 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 Collateral, subject only to Permitted Liens.

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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Agreement. 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, except as otherwise provided in this Agreement, at all times constitute a perfected, continuing security interest therein, prior subject only to all other Liens on the Pledged Permitted Collateral except for Permitted 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 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 hereofbeing duly made, a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3provided herein. 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, except as otherwise provided in this Agreement, will at all times to the extent required by the Credit Documents constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the limitations and deliveries contemplated pursuant to Section Sections 3.1 and Section to 3.4 and the filings contemplated pursuant to Section 3.33.3 and Section 6.3. 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 willCollateral, except as otherwise provided in this AgreementAgreement and subject to the limitations set forth herein, will at all times constitute a perfected, continuing 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 except for Permitted Liens. Upon the taking of possession or control by the Administrative 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 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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged 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 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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the limitations and deliveries contemplated pursuant to Section Sections 3.1 and Section to 3.4 and the filings contemplated pursuant to Section 3.3. 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 willCollateral, except as otherwise provided in this AgreementAgreement and subject to the limitations set forth herein, will at all times constitute a perfected, continuing 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 except for Permitted Liens.

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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, Collateral except as otherwise permitted in this Agreement and subject to for the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Pledged Securities. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior subject only to all other Liens on granted under the Pledged Collateral except for Permitted LiensAmended 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 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 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 hereofbeing duly made, a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3provided herein. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted LiensLiens including, with respect to the ABL Collateral, Liens granted to the 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 Administrative 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) and to Schedule 4.2 hereof1 hereto, a valid, enforceable, perfected Second Priority security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject Collateral to the deliveries contemplated extent a security interest in such Pledged Collateral can be perfected pursuant to Section 3.1 and Section 3.4 and such filings. Each Pledgor hereby covenants to file or cause to be filed the filings contemplated pursuant to Section 3.3described in Schedule 1 hereto. The security interest and Lien granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will, except as otherwise provided in this Agreement, will at all times constitute a perfectedvalid, enforceable, perfected (subject to the limitations herein and in the Indenture), continuing Second Priority security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

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 Secured ObligationsObligations under the UCC, 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to Collateral under the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3UCC. 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 willCollateral, except as otherwise provided in this AgreementAgreement and subject to the limitations set forth herein, will at all times constitute a perfected, continuing security interest thereintherein (to the extent such security interests can be perfected by filing under the UCC), prior to all other Liens on the Pledged Collateral except for Permitted Liens. Upon the taking of possession or control by the Administrative 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 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged CollateralCollateral (to the extent such security interest can be perfected by such filings and other actions described in Schedule 7 to the Perfection Certificate), except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Permitted 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 (other than any Pledged Collateral that has been released from the Lien created hereunder pursuant to the terms hereof) will, except as otherwise provided in this Agreementsubject to clause (b) of the immediately preceding sentence, at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted LiensLiens (except to the extent that Control is required for perfection).

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 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 subject to Schedule 4.2 hereofthe Collateral Agent’s security interest on the applicable certificates of title with respect to goods covered by certificates of title, a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the 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 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 Schedule 4.2 hereofthe limitations in Section 3.4, a valid, perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject . Subject to the deliveries contemplated pursuant to limitations in Section 3.1 and Section 3.4 and 3.4, the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Prior Liens, Permitted Liens 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 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted 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 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 hereofbeing duly made, a perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3provided herein. 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, except as otherwise provided in will at all times to the extent required by this Agreement, at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted LiensLiens including, with respect to the ABL Collateral, Liens granted to the 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 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 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 perfected security interest in all the Pledged Collateral, except as otherwise permitted in this Agreement and subject to the limitations and deliveries contemplated pursuant to Section Sections 3.1 and Section to 3.4 and the filings contemplated pursuant to Section 3.3. 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 willCollateral, except as otherwise provided in this AgreementAgreement and subject to the limitations set forth herein, will at all times constitute a perfected, continuing 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 except for Permitted Liens. Upon the taking of possession or control by the Administrative 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 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, Collateral except as otherwise permitted in this Agreement and subject to for the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Pledged Securities. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior subject only to all other Liens on granted under the Pledged Collateral except for Permitted LiensExisting 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 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, Collateral except as otherwise permitted in this Agreement and subject to for the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Pledged Securities. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior subject only to all other Liens on granted under the Pledged Collateral except for Permitted LiensExisting 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 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 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) and to Schedule 4.2 hereof), a perfected security interest in all the Pledged Collateral, Collateral except as otherwise permitted in this Agreement and subject to for the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3Pledged Securities. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior subject only to all other Liens on granted under the Pledged Collateral except for Permitted LiensSenior Security Agreement and to Liens permitted under the Second Lien Term Loan Agreement.

Validity of Security Interest. The As of the date hereof, 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 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 hereofbeing duly made, a perfected security interest in all the Pledged Collateral, Collateral except as otherwise permitted in this Agreement and subject to the deliveries contemplated pursuant to Section 3.1 and Section 3.4 and the filings contemplated pursuant to Section 3.3provided herein. 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, except as otherwise provided in this Agreement, will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Collateral Liens.