Common use of Valid Liens Clause in Contracts

Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under Requirements of Law 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 required by such Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (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 having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than Permitted Liens.

Valid Liens. Each Subject to Section 4.01(k), each Security Document delivered pursuant to Sections 5.10 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 (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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, thereunder under applicable Requirements of Law (to the extent that a legalrequired hereunder and thereunder), valid and enforceable Lien in except as such Collateral enforceability may be created under any Requirements limited by Debtor Relief Laws and by general principles of Law of the United States or any state thereof, including the applicable UCC, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security DocumentDocument or this Agreement), such the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Document will Documents), constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral (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)Collateral, in each case having priority over all other Liens on under applicable Requirements of Law (to the Collateral (other than Permitted Liens) extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Each Subject to Section 4.01(l), each Security Document delivered pursuant to Article IV, Sections 5.10 5.10, 5.11 and 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 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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid thereunder under applicable U.S. state and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCCfederal law, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security Document), such Security Document the Liens in favor of Collateral Agent will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral (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)Collateral, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) under applicable U.S. state and federal law, subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 willThe Collateral Documents are, 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 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 applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under Requirements specified in Section 2 of Law 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 such the Security DocumentAgreement), such Security Document will 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 Loan Parties grantors in such Collateral (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)Collateral, in each case having priority over all prior and superior in right to any other Person, other than Liens on the Collateral permitted by Section 7.01 (other than Liens securing Permitted Liens) Junior Priority Additional Debt or any Permitted Refinancing thereof and subject 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 no be junior to the Liens other than Permitted Liensof the Collateral Documents).

Valid Liens. Each Security Collateral Document delivered pursuant to Sections 5.10 4.01, 6.11 and 5.11 6.14 will, upon execution and delivery thereofthereof and upon registration or the taking of any other perfection steps under applicable Laws, be effective to create in favor of the Collateral Agent, Agent for the benefit of the 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, described therein to the extent that a legal, valid and enforceable Lien in such Collateral may intended to be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, thereby and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under Requirements of Law specified on Schedule 7 to the Perfection Certificate 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 such the Security DocumentAgreement), such Security Document will the Liens created by the Collateral Documents 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 Loan Parties grantors in such Collateral but only to the extent (other than such Collateral in which a security interest cannot x) perfection can be perfected under obtained by filing financing statements or possession, as the UCC as in effect at the relevant time in the relevant jurisdiction)case may be, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than Permitted LiensLiens permitted hereunder and (y) required by the Collateral and Guarantee Requirement (it being understood, however, that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on applied for, issued or registered Trademarks, Patents and Copyrights acquired by the grantors thereof after the Closing Date).

Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 willThe Collateral Documents are, 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 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 applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under Requirements specified in Section 2 of Law 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 such the Security DocumentAgreement), such Security Document will 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 Loan Parties grantors in such Collateral (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)4830-5366-9817v1 Collateral, in each case having priority over all prior and superior in right to any other Person, other than Liens on the Collateral permitted by Section 7.01 (other than Liens securing Permitted Liens) Second Priority Additional Debt or any Permitted Refinancing thereof and subject Liens securing ABL Facility Indebtedness or Permitted Refinancing thereof, that are intended to no be junior to the Liens other than Permitted Liensof the Collateral Documents).

Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 willThe Collateral Documents are, 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 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 applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under Requirements specified in Section 2 of Law 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 such the Security DocumentAgreement), such Security Document will 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 Loan Parties grantors in such Collateral (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)Collateral, in each case having priority over all prior and superior in right to any other Person, other than Liens on the Collateral permitted by Section 7.01 (other than Liens securing Permitted Liens) Junior Priority Additional Debt or any Permitted Refinancing thereof and subject Liens securing ABL Facility Indebtedness or Permitted Refinancing thereof, that are intended to no be junior to the Liens other than Permitted Liensof the Collateral Documents).

Valid Liens. Each Subject to Section 4.01(k), each Security Document delivered pursuant to Sections 5.10 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 (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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, 101 thereunder under applicable Requirements of Law (to the extent that a legalrequired hereunder and thereunder), valid and enforceable Lien in except as such Collateral enforceability may be created under any Requirements limited by Debtor Relief Laws and by general principles of Law of the United States or any state thereof, including the applicable UCC, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security DocumentDocument or this Agreement), such the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Document will Documents), constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral (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)Collateral, in each case having priority over all other Liens on under applicable Requirements of Law (to the Collateral (other than Permitted Liens) extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Each Subject to Section 4.01(k), each Security Document Document(a) delivered pursuant to Sections 5.10 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 (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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, thereunder under applicable Requirements of Law (to the extent that a legalrequired hereunder and thereunder), valid and enforceable Lien in except as such Collateral enforceability may be created under any Requirements limited by Debtor Relief Laws and by general principles of Law of the United States or any state thereof, including the applicable UCC, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security DocumentDocument or this Agreement), such the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Document will Documents), constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral (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)Collateral, in each case having priority over all other Liens on under applicable Requirements of Law (to the Collateral (other than Permitted Liens) extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Each Subject to Section 4.01(j), each Security Document delivered pursuant to Sections 5.10 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 (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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, thereunder under applicable Requirements of Law (to the extent that a legalrequired hereunder and thereunder), valid and enforceable Lien in except as such Collateral enforceability may be created under any Requirements limited by Debtor Relief Laws and by general principles of Law of the United States or any state thereof, including the applicable UCC, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security DocumentDocument or this Agreement), such the Liens in favor of Collateral Agent will, to the extent required by the Loan Documents (including the Security Document will Documents), constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral (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)Collateral, in each case having priority over all other Liens on under applicable Requirements of Law (to the Collateral (other than Permitted Liens) extent required hereunder and thereunder), subject to no Liens other than the applicable Permitted Liens.. (b)

Valid Liens. Each Security Document delivered pursuant to Sections 5.10 and 5.11 willThe Collateral Documents are, 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 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 applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, to the extent that a legal, valid and enforceable Lien in such Collateral may be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the appropriate offices as may be required under Requirements specified in Section 2 of Law 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 such the Security DocumentAgreement), such Security Document will 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 Loan Parties grantors in such Collateral (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)Collateral, in each case having priority over all prior and superior in right to any other Person, other than Liens on the Collateral permitted by Section 7.01 (other than Liens securing Permitted Liens) Second Priority Additional Debt or any Permitted Refinancing thereof and subject Liens securing ABL Facility Indebtedness or Permitted Refinancing thereof, that are intended to no be junior to the Liens other than Permitted Liensof the Collateral Documents).

Valid Liens. Each Subject to Section 4.01(k), each Security Document delivered pursuant to Sections 5.10 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 (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 Loan Credit Parties’ right, title and interest in and to the Collateral thereunder, thereunder under applicable Requirements of Law (to the extent that a legalrequired hereunder and thereunder), valid and enforceable Lien in except as such Collateral enforceability may be created under any Requirements limited by Debtor Relief Laws and by general principles of Law of the United States or any state thereof, including the applicable UCC, 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, control or control other action by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession possession, control or control other action (which possession possession, control or control other action shall be given to the Collateral Agent or taken by the Collateral Agent to the extent required by such any Security DocumentDocument or this Agreement), such Security Document will constitute fully perfected the Liens onin favor of Collateral Agent will, and security interests in, all right, title and interest of to the extent required by the Loan Parties in such Collateral Documents (other than such Collateral in which a security interest cannot be perfected under including the UCC as in effect at the relevant time in the relevant jurisdictionSecurity Documents), in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than Permitted Liens.124 US-DOCS\133960081.2

Valid Liens. Each Security Document Document, when executed and delivered pursuant to Sections 5.10 and 5.11 willby the applicable Loan Parties, upon execution and delivery thereof, be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the 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 Loan Parties’ right, title and interest in and to the Collateral thereunder, of such Loan Parties described therein to the extent that a legal, valid and enforceable Lien in such Collateral may intended to be created under any Requirements of Law of the United States or any state thereof, including the applicable UCC, thereby and (i) when all financing statements and other filings in appropriate filings or recordings form are made filed in the offices specified on Schedule 6 to the Perfection Certificate (or, in the case of any Security Document executed and 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 as may be required under Requirements specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Law 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 and Guarantee Requirement, the extent required Liens created by such Security Document), such Security Document will 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 Loan Parties grantors in such Collateral (other than such Collateral in which a security interest cannot to the extent perfection can be perfected under the UCC obtained by filing financing statements or possession or control, as in effect at the relevant time in the relevant jurisdiction)applicable, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than Liens permitted 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 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.