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

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral and all of the Xxxxxxxx Collateral securing the payment and performance of the Secured Obligations, (b) subject to the filings described on Schedule 3.2 or other requisite filings or registrations described in Section 3.2, a perfected security interest in all of the Collateral and the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral and can be accomplished by such filing) and (c) subject to the obtaining of Control, a perfected security interest in all of the Collateral and all of the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral can be accomplished by Control and perfection of the Security Interest in such collateral is required by the terms hereof). The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to (i) with respect to ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law. The Security Interest is and shall be prior to any other Lien on any of the Xxxxxxxx Collateral, subject only to Permitted Liens having priority by operation of Applicable Law.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral and all of the Xxxxxxxx Collateral securing the payment and performance of the Secured Obligations, (b) subject to the filings described on Schedule 3.2 or other requisite filings or registrations described in Section 3.2, a perfected security interest in all of the Collateral and the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral and can be accomplished by such filing) and (c) subject to the obtaining of Control, a perfected security interest in all of the Collateral and all of the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral can be accomplished by Control and perfection of the Security Interest in such collateral is required by the terms hereof). The Security Interest is and shall be prior to any other Lien on any of the Collateral, subject only to (i) with respect to Collateral (other than the Canadian Pledge Collateral) that constitutes ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law. The Security Interest is and shall be prior to any other Lien on any of the Xxxxxxxx Collateral, subject only to Permitted Liens having priority by operation of Applicable Law. Notwithstanding anything to the contrary in this Agreement, the Security Interests set forth in Section 2.1 shall have the priority required by the Intercreditor Agreements.

Validity and Priority of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all of the Collateral and all of the Xxxxxxxx Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the making of the filings described on Schedule 3.2 or other requisite filings or registrations described in Section 3.23.02 above within the time periods prescribed by Applicable Law, a perfected security interest in all of the Collateral and the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral and the Collateral can be accomplished by such filing) and (c) subject to the obtaining of ControlControl by the Collateral Agent (or, to the extent only one Person can have Control thereof under Applicable Law, the ABL Collateral Agent or the Term Loan Collateral Agent, as applicable, as agent and/or bailee for the Collateral Agent pursuant to the applicable Intercreditor Agreement), a perfected security interest in all of the Collateral and all of the Xxxxxxxx Collateral (in each case to the extent perfection in such collateral the Collateral can be accomplished by Control and perfection of the Security Interest in such collateral Collateral is required by the terms hereofhereof or of the Indenture). The Security Interest is and shall be (i) pari passu with the Liens securing the Term Loan Obligations and any Additional Pari Passu Obligations and (ii) prior to any other Lien on any of the Collateral, subject only to (ia) with respect to ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Priority Collateral only, Permitted Encumbrances under the ABL Credit AgreementAgreement including the senior lien of the ABL Collateral Agent on ABL Priority Collateral, and (iib) other Permitted Liens having priority by operation of Applicable Law. The Security Interest is and shall be prior to any other Lien on any of the Xxxxxxxx Collateral, subject only to Permitted Liens Encumbrances having priority by operation of Applicable Law.