Common use of Valid Liens Clause in Contracts

Valid Liens. The Collateral Documents are, or on execution and delivery thereof by the parties thereto will be, effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Collateral, in each case prior and superior in right to any other Person, other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents).

Valid Liens. The Collateral Documents are, or on execution and delivery thereof by the parties thereto will be, effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such 4830-5366-9817v1 Collateral, in each case prior and superior in right to any other Person, other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Second Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a or Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents).

Valid Liens. The Each Collateral Documents areDocument delivered pursuant to Sections 4.01, or on 6.11 and 6.14 will, upon execution and delivery thereof by and upon registration or the parties thereto will betaking of any other perfection steps under applicable Laws, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of on Schedule 7 to the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests inin (to the extent intended to be created thereby), all right, title and interest of the grantors in such CollateralCollateral but only to the extent (x) perfection can be obtained by filing financing statements or possession, as the case may be, in each case prior and superior in right subject to any other Person, no Liens other than Liens permitted hereunder and (y) required by Section 7.01 the Collateral and Guarantee Requirement (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtednessit being understood, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereofhowever, that are intended subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to be junior to establish a Lien on applied for, issued or registered Trademarks, Patents and Copyrights acquired by the Liens of grantors thereof after the Collateral DocumentsClosing Date).

Valid Liens. The Collateral Documents areEach Security Document will, or on upon execution and delivery thereof by thereof, and upon fulfillment of the parties thereto will berequirements, if any, as set out under (i), (ii) and (iii) below, be effective to create in favor of the Collateral Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity thereby and (i) when financing statements statements, Mortgages and other filings in appropriate form are filed in or recorded by the offices specified in Section 2 required by the applicable Requirement of the Perfection Certificate (and payments of all fees) and Law, (ii) upon the taking of possession or control by the Collateral Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Administrative Agent to the extent possession or control by the Collateral Administrative Agent is required by the Security Agreement), Loan Documents) and (iii) upon the notating taking of the Lien of the Collateral Agent on all certificates of title in respect of any Collateralactions required by Non-U.S. Security Documents, the Liens created by the Collateral Security Documents shall (other than as contemplated or permitted under the Mortgagesprovisions of any Loan Document) shall constitute fully first priority perfected Liens on, and security interests inin (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such CollateralCollateral to the extent perfection can be obtained by filing and recording financing statements, recording Mortgages, possession, control or such actions in foreign jurisdictions, as the case may be, in each case prior and superior in right subject to any other Person, no Liens other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents)hereunder.

Valid Liens. The Each Collateral Documents areDocument delivered pursuant to Section 4.01 and Sections 6.11 and 6.13 will, or on upon execution and delivery thereof by the parties thereto will bethereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of on Schedule 3 to the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests inin (to the extent intended to be created thereby), all right, title and interest of the grantors in such CollateralCollateral to the extent perfection can be obtained by filing financing statements, possession or control, in each case prior and superior in right subject to any other Person, no Liens other than Liens permitted by Section 7.01 under this Agreement. On the Restatement Closing Date and on the date of each Borrowing, the Loan Parties will be the beneficial owners of the Collateral and will have the right to receive all Collections on the Collateral (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness orwith respect to the Equity Interests in the Borrower), in each casecase free and clear of all Liens, a security interests and adverse claims other than Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents)Liens.

Valid Liens. The Collateral Documents areEach Security Document, or on execution when executed and delivery thereof delivered by the parties thereto will beapplicable Loan Parties, is effective to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral of such Loan Parties described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of on Schedule 6 to the Perfection Certificate (or, in the case of any Security Document executed and payments delivered after the date hereof in accordance with the provisions of all feesSections 5.11 and 5.12, when financing statements and other filings in appropriate form are filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12) and (ii) upon the taking of possession or control by the Collateral Administrative Agent of such Collateral with respect consisting of Equity Interests or Indebtedness to which a security interest may be perfected only by possession or control (which possession or control shall be given pledged to the Administrative Agent pursuant to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any CollateralGuarantee Requirement, the Liens created by the Collateral Documents (other than the Mortgages) such Security Document shall constitute fully perfected Liens on, and security interests inin (to the extent intended to be created thereby), all right, title and interest of the grantors in such CollateralCollateral to the extent perfection can be obtained by filing financing statements or possession or control, as applicable, in each case prior and superior in right subject to any other Person, no Liens other than Liens permitted by Section 7.01 (hereunder. The Liens on, and security interests in, the Collateral are prior to any other Lien on any of the Collateral, other than (A) Permitted Encumbrances and other Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness orunder Section 6.02, in each casecase that would have priority as a matter of law and (B) Liens permitted under clauses (iii), a Permitted Refinancing thereof, that are intended to be junior to the Liens (iv) and (v) of the Collateral Documents)Section 6.02.

Valid Liens. The EachLiens. Other than during a Collateral Documents areSuspension Period, each Security Document (other than the Mortgages) is, or on execution and delivery thereof by the parties thereto will be, effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and or security interests in, the Collateral described therein to the extent intended to be created therebyrequired by the terms thereof, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, receivership, moratorium or similar laws other Laws affecting creditors’ rights generally and subject to by general principles of equity and equity, (ia) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (Secretary of State of each Loan Party’s jurisdiction of organization or formation and payments of all fees) applicable documents are filed and recorded in the United States Copyright Office and the United States Patent and Trademark Office and (iib) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Security Documents (other than the Mortgages) shall constitute to the extent required by the terms thereof fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Collateral, in each case prior free and superior in right to clear of any other Person, Liens other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents)7.05.

Valid Liens. The Collateral Documents are, or on execution and delivery thereof by the parties thereto will be, effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Collateral, in each case prior and superior in right to any other Person, other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a or Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents).

Valid Liens. The Collateral Documents areEach Security Document (other than the Mortgages) is, or on execution and delivery thereof by the parties thereto will be, effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and or security interests in, the Collateral described therein to the extent intended to be created therebyrequired by the terms thereof, except as the such enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, receivership, moratorium or similar laws other Laws affecting creditors’ rights generally and subject to general principles of equity and 10023685561003003016v52 #8894688589588927v75 (ia) when When financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (Secretary of State of each Loan Party’s jurisdiction of organization or formation and payments of all fees) applicable documents are filed and recorded in the United States Copyright Office and the United States Patent and Trademark Office, and (iib) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Security Documents (other than the Mortgages) shall constitute to the extent required by the terms thereof fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Collateral, in each case prior free and superior in right to clear of any other Person, Liens other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents)Liens.

Valid Liens. The Collateral Documents are, or on execution and delivery thereof by the parties thereto will be, effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Collateral, in each case prior and superior in right to any other Person, other than Liens permitted by Section 7.01 (other than Liens securing Permitted Junior Second Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a or Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents).

Valid Liens. The Each Collateral Documents areDocument delivered pursuant to Section 4.01 and Sections 6.11 and 6.13 will, or on upon execution and delivery thereof by the parties thereto will bethereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified in Section 2 of on Schedule 3 to the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), and (iii) upon the notating of the Lien of the Collateral Agent on all certificates of title in respect of any Collateral, the Liens created by the Collateral Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests inin (to the extent intended to be created thereby), all right, title and interest of the grantors in such CollateralCollateral to the extent perfection can be obtained by filing financing statements, possession or control, in each case prior and superior in right subject to any other Person, no Liens other than Liens permitted by Section 7.01 under this Agreement. On the Closing Date and on the date of each Borrowing, the Loan Parties will be the beneficial owners of the Collateral and will have the right to receive all Collections on the Collateral (other than Liens securing Permitted Junior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness orwith respect to the Equity Interests in the Borrower), in each casecase free and clear of all Liens, a security interests and adverse claims other than Permitted Refinancing thereof, that are intended to be junior to the Liens of the Collateral Documents)Liens.