Common use of Valid Liens Clause in Contracts

Valid Liens. Subject to Section 4.01(l), each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (to the extent required hereunder and thereunder), except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules and (i) when appropriate filings or recordings are made in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), and (ii) upon the taking of possession, control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, control or other action (which possession, control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent required by any Security Document), the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Documents), constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral, in each case under applicable Requirements of Law (to the extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Subject to Section 4.01(l)The Collateral Documents are, each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of the Collateral Agent, Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder)intended to be created thereby, except as such the enforceability thereof may be limited by Debtor Relief Laws bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by subject to general principles of equity and capital maintenance rules and (i) when financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under applicable Requirements specified in Section 2 of Law the Perfection Certificate (to the extent required hereunder and thereunder), payments of all fees) and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent to the extent possession or taken control by the Collateral Agent is required by the Security Agreement), and (or, at any time prior to iii) upon 41112.00012 the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions notating of the Intercreditor Agreement or Lien of the Collateral Agent on all certificates of title in respect of any applicable Other Intercreditor Agreement) to the extent required by any Security Document)Collateral, the Liens in favor of Collateral Agent will, to the extent required created by the Loan Collateral Documents (including other than the Security Documents), Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors in such Collateral, in each case under applicable Requirements of Law prior and superior in right to any other Person, other than Liens permitted by Section 7.01 (other than Liens securing Permitted SecondJunior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness or, 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 extent required hereunder and thereunderLiens of the Collateral Documents), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Subject to Section 4.01(l)Each Collateral Document (other than the Mortgages) is, each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of the Collateral Agent, Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder), except as such enforceability may intended to be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules created thereby and (i) when financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under applicable Requirements of Law (to their jurisdiction of organization listed in Section I.A of the extent required hereunder and thereunder), Perfection Certificate and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject Administrative Agent pursuant to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject Administrative Agent pursuant to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent possession or control by the Collateral Agent is required by any the Security DocumentAgreement), the Liens in favor of Collateral Agent will, to the extent required created by the Loan Collateral Documents (including other than the Security Documents), Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors in such Collateral, in each case under applicable Requirements of Law prior and superior in right to any other person, other than Liens expressly permitted by Section 7.01 (other than Liens securing First Lien Indebtedness, Permitted Third Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to be junior to the extent required hereunder and thereunderLiens of the Collateral Documents), subject to no Liens other than the applicable Permitted Liens...

Valid Liens. Subject to Section 4.01(l), each Security Each Collateral Document delivered pursuant to Article IV, Section 5.10, Sections 6.11 and Section 5.11 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests inin (to the extent intended to be created thereby), all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (to the extent required hereunder and thereunder), except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules and (i) when all appropriate filings filings, recordings, registrations or recordings notifications are made in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent required by any Security such Collateral Document), the Liens in favor of such Collateral Agent will, to the extent required by the Loan Documents (including the Security Documents), will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in such Collateral, in each case under applicable Requirements of Law Collateral (to the extent required hereunder and thereunderthereby), in each case subject to no Liens other than Liens permitted hereunder. (d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Permitted Liens.Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law. Section 5.21Use of Proceeds. The Borrower will use the proceeds of the Loans made on the Closing Date to fund the Stock Buy-Back and pay fees and expenses associated therewith and after the Closing Date use the proceeds of any Borrowing (other than any Tranche B-2 Term Borrowing) for general corporate purposes and working capital needs. The Borrower will use the proceeds of the -123-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000 Tranche B-2 Term Loans made during the Certain Funds Period to fund the 2015 Transactions. Section 5.222015 Acquisition Related Representations (a) The execution, delivery and performance by the Borrower and Bidco of each of the 2015 Acquisition Documents to which the Borrower or Bidco is a party has been duly authorised by the Borrower and/or Bidco, as the case may be. Each of the 2015 Acquisition Documents to which the Borrower or Bidco is a party is the legal, valid and binding obligation of the Borrower and/or Bidco, as the case may be, enforceable against the Borrower and/or Bidco, as the case may be, in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or by general principles of equity. Neither the Borrower nor Bidco is in default in the performance or compliance with any of the provisions of the 2015 Acquisition Documents to which it is a party in any respect that is materially adverse to the interests of the Tranche B-2 Term Lenders, unless such failure to comply is compelled by any applicable Law (including, without limitation, the Act or the Takeover Rules), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court). (b) As of the 2015 Closing Date, (in the case of a Scheme) the 2015 Acquisition or (in the case of an Offer) the acquisition by Bidco of no less than 80% of the Target Shares shall have been, or substantially concurrently with the occurrence of the 2015 Closing Date shall be, consummated in all material respects in accordance with all applicable laws, including the Act and the Takeover Rules (subject to any applicable waivers granted by the Takeover Panel). ARTICLE VI. Affirmative Covenants So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable remains unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the Loan Parties shall, and shall cause each of their Restricted Subsidiaries to: Section 6.01Financial Statements. (a) Deliver to the Administrative Agent for prompt further distribution to each Lender within ninety (90) days after the end of each fiscal year of the Borrower beginning with the 2013 fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like -124-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000

Valid Liens. Subject to Section 4.01(l)The Security Documents are, each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of the Collateral Agent, Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder), intended to be created thereby (except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally) and (i) when financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under specified in Section 2 of the Perfection Certificate (and payments of all applicable Requirements of Law (to the extent required hereunder and thereunder), fees) and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent possession or control by Agent is required by hereby), and (iii) the Lien of Agent on all certificates of title in respect of any Security Document)Collateral, the Liens in favor of Collateral Agent will, to the extent required created hereby or by the Loan other Security Documents (including other than the Security Documents), Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors in such Collateral, in each case under applicable Requirements of Law (prior and superior in right to any other Person, other than Liens permitted by Section 10.2.1 or any Permitted Refinancing thereof and Liens securing Term Debt, Term Refinancing Debt, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness or UST Tranche B Refinancing Debt or, in each case, any Permitted Refinancing thereof that are intended to be junior to the extent required hereunder and thereunder), subject to no Liens other than of the applicable Permitted LiensSecurity Documents.

Valid Liens. Subject to Section 4.01(l), each Security Each Collateral Document delivered pursuant to Article IV, Section 5.10, Sections 6.11 and Section 5.11 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests inin (to the extent intended to be created thereby), all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (to the extent required hereunder and thereunder), except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules and (i) when all appropriate filings filings, recordings, registrations or recordings notifications are made in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent required by any Security such Collateral Document), the Liens in favor of such Collateral Agent will, to the extent required by the Loan Documents (including the Security Documents), will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in such Collateral, in each case under applicable Requirements of Law Collateral (to the extent required hereunder and thereunderthereby), in each case subject to no Liens other than Liens permitted hereunder. (d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Permitted Liens.Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law. Section 5.21Use of Proceeds. The Borrower will use the proceeds of the Loans made on the Closing Date to fund the Stock Buy-Back and pay fees and expenses associated therewith and after the Closing Date use the proceeds of any Borrowing (other than any Original Tranche A Term Borrowing) for general corporate purposes and working capital needs. The Borrower will use the proceeds of the Original Tranche A Term Loans made during the Certain Funds Period to fund the 2015 Transactions. Section 5.22 2015 Acquisition Related Representations (a) The execution, delivery and performance by the Borrower and Bidco of each of the 2015 Acquisition Documents to which the Borrower or Bidco is a party has been duly authorised by the Borrower and/or Bidco, as the case may be. Each of the 2015 Acquisition Documents to which the Borrower or Bidco is a party is the legal, valid and binding obligation of the Borrower and/or Bidco, as the case may be, enforceable against the Borrower and/or Bidco, as the case may be, in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or by general principles of equity. Neither the Borrower nor Bidco is in default in the performance or compliance with any of the provisions of the 2015 Acquisition Documents to which it is a party in any respect that is materially adverse to the interests of the Tranche A Term Lenders, unless such failure to comply is compelled by any applicable Law (including, without limitation, the Act or the Takeover 130 1002217597 1001820109v3

Valid Liens. Subject to Section 4.01(l)The Security Documents are, each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of the Collateral Agent, Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder), intended to be created thereby (except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally) and (i) when financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under specified in Section 2 of the Perfection Certificate (and payments of all applicable Requirements of Law (to the extent required hereunder and thereunder), fees) and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent possession or control by Agent is required by hereby), and (iii) the Lien of Agent on all certificates of title in respect of any Security Document)Collateral, the Liens in favor of Collateral Agent will, to the extent required created hereby or by the Loan other Security Documents (including other than the Security Documents), Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors in such Collateral, in each case under applicable Requirements of Law (prior and superior in right to any other Person, other than Liens permitted by Section 10.2.1 or any Permitted Refinancing thereof and Liens securing Term Debt, Term Refinancing Debt or, UST Tranche A Facility Indebtedness, UST Tranche A Refinancing Debt, UST Tranche B Facility Indebtedness or UST Tranche B Refinancing Debt or, in each case, any Permitted Refinancing thereof that are intended to be junior to the extent required hereunder and thereunderLiens of the Security Documents), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Subject to Section 4.01(l)Each Collateral Document existing on the Amendment and Restatement Effective Date is, and in the case of each Security other Collateral Document delivered pursuant to Article IVSections 4.01, Section 5.10, 6.11 and Section 5.11 6.13 on or after the Amendment and Restatement Effective Date will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, Administrative Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder), except as such enforceability may intended to be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules created thereby and (i) when as a result of financing statements and other filings in appropriate filings or recordings are made form that have been filed in the appropriate offices as may be required under applicable Requirements of Law (specified on Exhibit A to the extent required hereunder Security Agreement (or, in the case of any actions taken after the Amendment and thereunderRestatement Effective Date in accordance with the provisions of Section 6.11 and 6.13, in the offices specified to the Administrative Agent at such time), and (ii) upon as a result of the taking of possession, possession or control or other action by the Collateral Administrative Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possessionpossession or control to the extent such possession or control by the Administrative Agent is required by the Security Agreement or any other Collateral Documents as of the Amendment and Restatement Effective Date (or, to the extent such possession or control is required by the Security Agreement or any other action Collateral Documents after the Amendment and Restatement Effective Date, upon the taking of such possession or control by the Administrative Agent of such Collateral) (in each case, which possession, possession or control or other action shall be given to the Administrative Agent) and (iii) as a result of the taking of any other actions required as of the Amendment and Restatement Effective Date for perfection of liens created under any Collateral Agent or taken Documents existing on the Amendment and Restatement Effective Date (or, in the case of any other actions required after the Amendment and Restatement Effective Date for the perfection of liens created under any Collateral Document, upon the taking of such other action, the Liens created by the Collateral Agent Documents constitute on the Amendment and Restatement Effective Date (or, at in the case of any time prior to such action taken after the First Lien Termination Amendment and Restatement Effective Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreementshall constitute) to the extent required by any Security Document), the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Documents), constitute fully perfected Liens on, and security interests in, in (to the extent intended to be created thereby) all right, title and interest of the Credit Parties grantors in such CollateralCollateral to the extent perfection can be obtained by filing financing statements or such other actions, in each case under applicable Requirements of Law (to the extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted LiensLiens permitted under Section 7.01.

Valid Liens. Subject to Section 4.01(l), each Each Security Document delivered pursuant to Article IVto, Section 5.10or referenced in, Sections 5.11, 5.12 and Section 5.11 5.18 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Security Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (to the extent required hereunder and thereunder), except as such enforceability may be limited by Debtor Relief Laws (i)(A) the limitation of enforcement by laws relating to applicable bankruptcy, insolvency, reorganization, moratorium, court schemes or similar laws affecting creditors’ rights generally, (B) the principle of reasonableness and by fairness and (iii) general principles of equity and capital maintenance rules the principle that equitable remedies are remedies that may be granted or refused at the discretion of a court (regardless of whether enforcement is sought in a proceeding in equity or at law); (ii) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defenses of setoff or counterclaim; and (ic) when any other general principles set out as qualifications as to matters of law in the legal opinions delivered to the Administrative Agent in connection with the Loan Documents), and (x) subject to the filing in appropriate filings or recordings are made form in the appropriate offices as may be required under applicable Requirements law and the making or the procuring of Law (to all appropriate financing statements and other filings, registrations, endorsements, notarizations, stampings and notifications of the extent required hereunder and thereunder), Security Documents or the Liens created thereunder in order perfect the security created by the Security Documents and (iiy) upon the taking of possession, possession or control or other action by the Collateral Security Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Security Agent or taken by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) to the extent required by any Security Document), the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the such Security Documents), Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in such Collateral, in each case under applicable Requirements of Law (to the extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Subject to Section 4.01(l)The Collateral Documents are, each Security Document delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of the Collateral Agent, Agent for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder under applicable Requirements of Law (described therein to the extent required hereunder and thereunder)intended to be created thereby, except as such the enforceability thereof may be limited by Debtor Relief Laws bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by subject to general principles of equity and capital maintenance rules and (i) when financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under applicable Requirements specified in Section 2 of Law the Perfection Certificate (to the extent required hereunder and thereunder), payments of all fees) and (ii) upon the taking of possession, possession or control or other action by the Collateral Agent (or, at any time prior to the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions of the Intercreditor Agreement or any applicable Other Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession, possession or control or other action (which possession, possession or control or other action shall be given to the Collateral Agent to the extent possession or taken control by the Collateral Agent is required by the Security Agreement), and (or, at any time prior to iii) upon the First Lien Termination Date, the First Lien Collateral Agent, subject to the provisions notating of the Intercreditor Agreement or Lien of the Collateral Agent on all certificates of title in respect of any applicable Other Intercreditor Agreement) to the extent required by any Security Document)Collateral, the Liens in favor of Collateral Agent will, to the extent required created by the Loan Collateral Documents (including other than the Security Documents), Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors in such Collateral, in each case under applicable Requirements of Law 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 Term Loan Facility Indebtedness and Tranche B-2 Term Loan Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the extent required hereunder and thereunderLiens of the Collateral Documents), subject to no Liens other than the applicable Permitted Liens.