Common use of Valid Liens Clause in Contracts

Valid Liens. Each of the Supply and Offtake Security Documents delivered pursuant to Sections 10.10 and 10.11 will, upon execution and delivery thereof, be effective to create in favor of MLC, 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 Transaction 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 applicable 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 Applicable Law and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Supply and Offtake Security Document), such Supply and Offtake Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction 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), solely, in the case of Supply and Offtake Security Agreement Collateral, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than the Permitted Liens.

Valid Liens. Each of the Supply and Offtake Subject to Section 4.01(l), each Security Documents Document delivered pursuant to Sections 10.10 Article IV, Section 5.10, and 10.11 Section 5.11 will, upon execution and delivery thereof, be effective to create in favor of MLCthe 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 Transaction 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 applicable law limited by Debtor Relief Laws and by general principles 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 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 (as defined in or, at any time prior to the Senior Secured Credit FacilityFirst 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, 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 (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 such Supply and Offtake any Security Document), such Supply and Offtake 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 Transaction 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), solely, in the case of Supply and Offtake Security Agreement 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 of the Supply and Offtake Security The Collateral Documents delivered pursuant to Sections 10.10 and 10.11 willare, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCthe Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable (Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by 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 Transaction 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 applicable 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 Applicable Law specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Supply and Offtake the Security DocumentAgreement), such Supply and Offtake Security Document will (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 Transaction 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), solely, in the case of Supply and Offtake Security Agreement 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 of the Permitted LiensCollateral Documents).

Valid Liens. Each of the Supply and Offtake Security The Collateral Documents delivered pursuant to Sections 10.10 and 10.11 willare, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCthe Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable (Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by 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 Transaction 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 applicable 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 Applicable Law specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Supply and Offtake the Security DocumentAgreement), such Supply and Offtake Security Document will (iii) upon 41112.00012 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 Transaction 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), solely, in the case of Supply and Offtake Security Agreement 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) SecondJunior Priority Additional Debt or any Permitted Refinancing thereof and subject 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 no be junior to the Liens other than of the Permitted LiensCollateral Documents).

Valid Liens. Each of the Supply and Offtake The Security Documents delivered pursuant to Sections 10.10 and 10.11 willare, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCAgent 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 enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium 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 lawgenerally) Liens on, and security interests in, all of the Transaction 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 applicable 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 Applicable Law specified in Section 2 of the Perfection Certificate (and payments of all applicable fees) and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Agent is required by such Supply and Offtake Security Documenthereby), such Supply and Offtake (iii) the Lien of Agent on all certificates of title in respect of any Collateral, the Liens created hereby or by the other Security Document will Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction 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), solely, in the case of Supply and Offtake Security Agreement Collateral, in each case having priority over all prior and superior in right to any other Liens on the Collateral (Person, other than Liens permitted by Section 10.2.1 or any Permitted Liens) Refinancing thereof and subject 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 no be junior to the Liens other than of the Permitted LiensSecurity Documents.

Valid Liens. Each of the Supply and Offtake The Security Documents delivered pursuant to Sections 10.10 and 10.11 willare, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCAgent 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 enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium 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 lawgenerally) Liens on, and security interests in, all of the Transaction 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 applicable 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 Applicable Law specified in Section 2 of the Perfection Certificate (and payments of all applicable fees) and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Agent is required by such Supply and Offtake Security Documenthereby), such Supply and Offtake (iii) the Lien of Agent on all certificates of title in respect of any Collateral, the Liens created hereby or by the other Security Document will Documents (other than the Mortgages) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction 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), solely, in the case of Supply and Offtake Security Agreement Collateral, in each case having priority over all prior and superior in right to any other Liens on the Collateral (Person, other than Liens permitted by Section 10.2.1 or any Permitted Liens) Refinancing thereof and subject 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 no be junior to the Liens other than of the Permitted LiensSecurity Documents).

Valid Liens. Each Collateral Document existing on the Amendment and Restatement Effective Date is, and in the case of the Supply and Offtake Security Documents each other Collateral Document delivered pursuant to Sections 10.10 4.01, 6.11 and 10.11 6.13 on or after the Amendment and Restatement Effective Date will, upon execution and delivery thereof, be effective to create in favor of MLCthe 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 Transaction 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 applicable law of the United States or any state thereof, including the applicable UCC, thereby and (i) when all 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 Law specified on Exhibit A to the Security Agreement (or, in the case of any actions taken after the Amendment and Restatement 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), (ii) upon as a result of the taking of possession or control by the Collateral Administrative Agent (as defined in the Senior Secured Credit Facility) of such Collateral with respect to which a security interest may be perfected only by possession 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 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 or control 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 to Documents existing on the extent 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 Documents constitute on the Amendment and Restatement Effective Date (or, in the case of any such Supply action taken after the Amendment and Offtake Security Document)Restatement Effective Date, such Supply and Offtake Security Document will constitute shall 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 Transaction Parties grantors in such Collateral (to the extent perfection can be obtained by filing financing statements or such 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), solely, in the case of Supply and Offtake Security Agreement Collateralactions, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than the Permitted LiensLiens permitted under Section 7.01.

Valid Liens. Each of the Supply and Offtake Security The Collateral Documents delivered pursuant to Sections 10.10 and 10.11 willare, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCthe Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable (Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as the enforceability thereof may be limited by 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 Transaction 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 applicable 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 Applicable Law specified in Section 2 of the Perfection Certificate (and payments of all fees) and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 Supply and Offtake the Security DocumentAgreement), such Supply and Offtake Security Document will (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 Transaction 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), solely, in the case of Supply and Offtake Security Agreement 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 Term Loan Facility Indebtedness and Tranche B-2 Term Loan Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to no be junior to the Liens other than of the Permitted LiensCollateral Documents).

Valid Liens. Each of the Supply and Offtake Security Documents Collateral Document delivered pursuant to Sections 10.10 6.11 and 10.11 6.13 will, upon execution and delivery thereof, be effective to create in favor of MLCthe 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 inin (to the extent intended to be created thereby), all of the Transaction 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 applicable law of the United States or any state thereof, including the applicable UCC, thereunder and (i) when all appropriate filings filings, recordings, registrations or recordings notifications are made in the appropriate offices as may be required under Applicable applicable Law and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 any such Supply and Offtake Security Collateral Document), such Supply and Offtake Security Document Collateral Documents will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction Loan Parties in such Collateral (other than such Collateral in which a security interest cannot be perfected under to the UCC as in effect at the relevant time in the relevant jurisdictionextent required thereby), solely, in the case of Supply and Offtake Security Agreement Collateral, 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. (d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the Permitted Liens.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 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. Each of Collateral Document (other than the Supply and Offtake Security Documents delivered pursuant to Sections 10.10 and 10.11 willMortgages) is, upon or on execution and delivery thereofthereof by the parties thereto will be, be effective to create in favor of MLCthe 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 Transaction 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 applicable 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 Applicable Law of their jurisdiction of organization listed in Section I.A of the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent (as defined in or, prior to the Senior Secured Credit FacilityFirst Lien Termination Date, the First Lien Administrative Agent pursuant to the Intercreditor Agreement) 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 (or, prior to the First Lien Termination Date, the First Lien Administrative Agent pursuant to the Intercreditor Agreement) to the extent possession or control by the Collateral Agent is required by such Supply and Offtake the Security DocumentAgreement), such Supply and Offtake Security Document will 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 Transaction 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), solely, in the case of Supply and Offtake Security Agreement Collateral, in each case having priority over all prior and superior in right to any other person, other than Liens on the Collateral expressly permitted by Section 7.01 (other than Liens securing First Lien Indebtedness, Permitted Liens) and subject Third Priority Refinancing Debt or any Permitted Refinancing thereof that are intended to no be junior to the Liens other than of the Permitted Liens.Collateral Documents)..

Valid Liens. Each of the Supply and Offtake Security Documents Document delivered pursuant to to, or referenced in, Sections 10.10 5.11, 5.12 and 10.11 5.18 will, upon execution and delivery thereof, be effective to create in favor of MLCthe Security 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 Transaction Loan Parties’ right, title and interest in and to the Collateral thereunderthereunder (except as such enforceability may be limited by (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 fairness and (iii) general principles of equity and 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 (c) any other general principles set out as qualifications as to matters of law in the legal opinions delivered to the extent that a legal, valid and enforceable Lien Administrative Agent in such Collateral may be created under any applicable law of connection with the United States or any state thereof, including the applicable UCCLoan Documents), and (ix) when all subject to the filing in appropriate filings or recordings are made form in the appropriate offices as may be required under Applicable Law applicable law and the making or the procuring of all appropriate financing statements and other filings, registrations, endorsements, notarizations, stampings and notifications of the Security Documents or the Liens created thereunder in order perfect the security created by the Security Documents and (iiy) upon the taking of possession or control by the Collateral Security Agent (as defined in the Senior Secured Credit Facility) 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 Security Agent to the extent required by such Supply and Offtake any Security Document), such Supply and Offtake Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction 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), solely, in the case of Supply and Offtake Security Agreement Collateral, in each case having priority over all other Liens on the Collateral (other than Permitted Liens) and subject to no Liens other than the applicable Permitted Liens.

Valid Liens. Each of the Supply and Offtake Security Documents Collateral Document delivered pursuant to Sections 10.10 6.11 and 10.11 6.13 will, upon execution and delivery thereof, be effective to create in favor of MLCthe 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 inin (to the extent intended to be created thereby), all of the Transaction 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 applicable law of the United States or any state thereof, including the applicable UCC, thereunder and (i) when all appropriate filings filings, recordings, registrations or recordings notifications are made in the appropriate offices as may be required under Applicable applicable Law and (ii) upon the taking of possession or control by the Collateral Agent (as defined in the Senior Secured Credit Facility) 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 any such Supply and Offtake Security Collateral Document), such Supply and Offtake Security Document Collateral Documents will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Transaction Loan Parties in such Collateral (other than such Collateral in which a security interest cannot be perfected under to the UCC as in effect at the relevant time in the relevant jurisdictionextent required thereby), solely, in the case of Supply and Offtake Security Agreement Collateral, 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. (d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the Permitted Liens.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 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