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

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of any Intercreditor Agreement then in existence, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject except for (i) Liens on the Collateral pursuant to the TLB Credit Agreement and the security documents contemplated therein and (ii) Permitted Priority Liens and Permitted Liens and permitted under Section 8.2(c) or Section 8.2(ii) that are pari passu in priority with the provisions of any Intercreditor Agreement then in existenceAgent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in when and to the extent required under the Security DocumentsDocuments or this Agreement, but subject to any exceptions in regards to taking any actions and limitations in regards to the taking scope and priority of any actions Collateral Agent’s Lien in the assets of Holdings and its Restricted Subsidiaries as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of any Intercreditor Agreement then in existence, and (c) are enforceable against each Obligor or HoldingsObligor, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject except for (i) Liens on the Collateral pursuant to the ABL Agreement and the security documents contemplated therein, (ii) Permitted Priority Liens and (iii) Liens permitted under clause (c), (dd) or (ee) of the provisions definition of any Intercreditor Agreement then “Permitted Liens” that are pari passu in existencepriority with the Agent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, 141 moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to except for Permitted Priority Liens and Permitted Liens and permitted under Section 8.2(c) or Section 8.2(ii) that are pari passu in priority with the provisions of any Intercreditor Agreement then in existenceAgent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to except for Permitted Priority 134 Liens and Permitted Liens and permitted under Section 8.2(c) or Section 8.2(ii) that are pari passu in priority with the provisions of any Intercreditor Agreement then in existenceAgent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether 145 considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to except for Permitted Priority Liens and Permitted Liens and permitted under Section 8.2(c) or Section 8.2(ii) that are pari passu in priority with the provisions of any Intercreditor Agreement then in existenceAgent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of any Intercreditor Agreement then in existenceLiens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to except for Permitted Priority Liens and Permitted Liens and permitted under paragraph (u) of the provisions of any Intercreditor Agreement then definition thereof that are pari passu in existencepriority with the Agent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.”

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to Permitted Liens and the provisions of any Intercreditor Agreement then in existence, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable foreign and domestic bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject to except for Permitted Priority Liens and Permitted Liens and permitted under Section 8.2(c) or Section 8.2(jj) that are pari passu in priority with the provisions of any Intercreditor Agreement then in existenceAgent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.

Validity and Priority of Security Interest. Upon execution and delivery thereof by the parties thereto, the applicable Security Documents will be effective to create legal and valid Liens on all the applicable Collateral in favor of the Collateral Agent for the benefit of the Agent, the Lenders and the other Secured Parties, subject to the effects of except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and an implied covenant of good faith and fair dealing and, upon the taking of such actions set forth in the Security Documents, but subject to any exceptions to the taking of any actions as set forth therein or in the definition of “Collateral and Guarantee Requirement”, such Liens (a) constitute perfected and continuing Liens on all of the applicable Collateral, (b) have priority over all other Liens on the Collateral, subject except for (i) Liens on the Collateral pursuant to the ABL Agreement and the security documents contemplated therein, (ii) Permitted Priority Liens and (iii) Liens permitted under clause (c), (dd) or (ee) of the provisions definition of any Intercreditor Agreement then “Permitted Liens” that are pari passu in existencepriority with the Agent’s Liens, and (c) are enforceable against each Obligor or Holdings, as applicable, granting such Liens.. 7.3