Common use of Valid Liens Clause in Contracts

Valid Liens. Subject to Section 4.01(k), 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 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 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(k4.01(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 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 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(k), 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 (to the extent described therein and subject to other perfection requirements specifically set out in the Security Documents) 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 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 to the extent required by any Security DocumentDocument or this Agreement), 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(k)the Agreed Security Principles, each any Security Document delivered pursuant to Article IV, Section 5.10, Sections 5.11 and Section 5.11 5.12 will, upon execution and delivery thereofthereof by the parties thereto, 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 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 or recordings are made in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), Law; and (ii) subject to the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), upon the taking of possession, possession or control or other action by the Collateral Agent 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 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 First Priority 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(k)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 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 to the extent 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 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 4830-5366-9817v1 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 Second Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness or 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(k), each Each Security Document delivered pursuant to Article IV, Section 5.10, Sections 5.11 and Section 5.11 5.12 will, upon execution and delivery thereofthereof by the parties thereto, 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 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 or recordings are made in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), Law; and (ii) subject to the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), upon the taking of possession, possession or control or other action by the Collateral Agent 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 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 First Priority 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(k), each Each Security Document delivered pursuant to Article IV, Section 5.10, Sections 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 (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under applicable any Requirements of Law (to of the extent required hereunder and thereunder)United States or any state thereof, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and capital maintenance rules including the applicable UCC, and (i) when all 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, possession or control or other action by the Collateral Agent 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 to the extent required by any such 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 CollateralCollateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case under applicable Requirements of Law having priority over all other Liens on the Collateral (to the extent required hereunder other than Permitted Liens) and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Subject to Section 4.01(k)Each Security Document, each Security Document when executed and delivered pursuant to Article IVby the applicable Loan Parties, Section 5.10, and Section 5.11 will, upon execution and delivery thereof, be is effective to create in favor of the Collateral 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 (such Loan Parties 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 (specified on Schedule 6 to the extent required hereunder Perfection Certificate (or, in the case of any Security Document executed and thereunder)delivered after the date hereof in accordance with the provisions of Sections 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, possession or control or other action 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, control or other action (which possession, control or other action shall be given pledged to the Administrative Agent pursuant to the Collateral Agent or taken by the Collateral Agent to the extent required by any Security Document)and Guarantee Requirement, the Liens in favor of Collateral Agent will, to the extent required created by the Loan Documents (including the such Security Documents), 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 Credit Parties grantors in such CollateralCollateral to the extent perfection can be obtained by filing financing statements or possession or control, as applicable, in each case under applicable Requirements of Law (to the extent required hereunder and thereunder), subject to no Liens other than Liens permitted hereunder. The Liens on, and security interests in, the applicable Collateral are prior to any other Lien on any of the Collateral, other than (A) Permitted LiensEncumbrances and other Liens under Section 6.02, in each case that would have priority as a matter of law and (B) Liens permitted under clauses (iii), (iv) and (v) of Section 6.02.

Valid Liens. Subject to Section 4.01(k)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 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 to the extent 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 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 Second Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness or 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(k), each Security Document Document(a) delivered pursuant to Article IV, Section 5.10, and Section 5.11 will, upon execution and delivery thereof, be effective to create (to the extent described therein and subject to other perfection requirements specifically set out in the Security Documents) 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 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 to the extent required by any Security DocumentDocument or this Agreement), 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(k), each Each Security Document delivered pursuant to Article IV, Section 5.10, Sections 5.10 and Section 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for its benefit and the benefit of the other Secured Parties, legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) 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 (thereunder, to the extent required hereunder that a legal, valid and thereunder), except as enforceable Lien in such enforceability Collateral may be limited by Debtor Relief Laws and by general principles created under any applicable law of equity and capital maintenance rules the United States or any state thereof, including, without limitation, the applicable UCC, and (i) when all 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), law and (ii) upon the taking of possession, possession or control or other action by the Collateral Administrative Agent 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 Administrative Agent 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 CollateralCollateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), 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(k), each Each Security Document delivered pursuant to Article IV, Section 5.10, Sections 5.11 and Section 5.11 5.12 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 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 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, possession or control or other action by the Collateral Agent 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 to the extent required by any Security Document), the Liens in favor of Collateral Agent will, such Security Document will (to the extent required by the Loan Documents (including the applicable Security Documents), Document) 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 Collateral Liens. Prior to the Discharge of First Lien Obligations, the representations made in this Section 3.20(d) with respect to the delivery to the Collateral Agent of any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (subject to the Intercreditor Agreement).

Valid Liens. Subject to Section 4.01(k)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 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 to the extent 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 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 or 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(k)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 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 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 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.