Common use of Valid Liens Clause in Contracts

Valid Liens. Each Collateral Document delivered pursuant to Section 5.9 will, upon execution and delivery thereof, be effective to create in favor of Collateral Agent, for the benefit of Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of Credit Parties’ right, title and interest in and to the Collateral thereunder, 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 by Collateral Agent of certificates, if any, representing the Collateral (as defined in the Pledge Agreement), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of Credit Parties in such Collateral, in each case subject to no Liens other than (A) Qualified Permitted Liens, in the case of the Pledged Properties and (B) Permitted Liens, in the case of the Mortgaged Properties; provided, however, that no default under this Section 4.19(c) shall be deemed to arise with respect to Mortgaged Properties having, individually or in the aggregate, an equity value less than $25,000,000 so long as (i) the failure to duly perfect the Lien under any Mortgage as otherwise contemplated herein is a result of an inadvertent error in the form or filing of the Mortgages or as a result of an act or omission of Collateral Agent, and (ii) any such error is corrected and such Mortgages constitute fully perfected First Priority Liens on such Mortgaged Properties within ten (10) days after the applicable Credit Party is notified or otherwise obtains knowledge of such error.

Valid Liens. Each Collateral The Security Agreement and each other Security Document delivered pursuant to Section 5.9 hereto will, upon execution and delivery thereof, be effective to create in favor of Collateral the Administrative Agent, for the benefit of the Secured Parties, to the secure the Obligations, legal, valid and enforceable Liens on, and security interests in, all of Credit Parties’ each Loan Party’s right, title and interest in and to the Collateral thereunder, and and, subject to the Intercreditor Agreement, (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 Collateral the Administrative Agent of certificates, if any, representing 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 (as defined in Administrative Agent to the Pledge Agreementextent required by any Security Document), the Liens created by such Collateral Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of Credit Parties each Loan Party in such CollateralCollateral having the priority set forth in the Intercreditor Agreement, in each case subject to no Liens other than (A) Qualified the applicable Permitted Liens. All Liens of the Administrative Agent, for the benefit of the Secured Parties, in the case Term Loan Priority Collateral are duly perfected, first priority Liens and all Liens of the Pledged Properties and (B) Permitted LiensAdministrative Agent, for the benefit of the Secured Parties, in the case Revolving Loan Priority Collateral are duly perfected Liens having the priority set forth in the Intercreditor Agreement, in each case, subject only to Permitted Liens that are expressly allowed to have priority over the Liens of the Mortgaged Properties; providedAdministrative Agent, however, that no default under this Section 4.19(c) shall be deemed to arise with respect to Mortgaged Properties having, individually or in for the aggregate, an equity value less than $25,000,000 so long as (i) the failure to duly perfect the Lien under any Mortgage as otherwise contemplated herein is a result of an inadvertent error in the form or filing benefit of the Mortgages or as a result of an act or omission of Collateral Agent, and (ii) any such error is corrected and such Mortgages constitute fully perfected First Priority Liens on such Mortgaged Properties within ten (10) days after the applicable Credit Party is notified or otherwise obtains knowledge of such errorSecured Parties.

Valid Liens. Each Collateral Document of the Supply and Offtake Security Documents delivered pursuant to Section 5.9 Sections 10.10 and 10.11 will, upon execution and delivery thereof, be effective to create in favor of Collateral Agent, for the benefit of Secured PartiesMLC, 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 Credit 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 Applicable Law and (ii) upon the taking of possession or control by the Collateral Agent of certificates, if any, representing the Collateral (as defined in the Pledge AgreementSenior 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 Collateral Supply and Offtake Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of Credit 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 (A) Qualified the Permitted Liens, in the case of the Pledged Properties and (B) Permitted Liens, in the case of the Mortgaged Properties; provided, however, that no default under this Section 4.19(c) shall be deemed to arise with respect to Mortgaged Properties having, individually or in the aggregate, an equity value less than $25,000,000 so long as (i) the failure to duly perfect the Lien under any Mortgage as otherwise contemplated herein is a result of an inadvertent error in the form or filing of the Mortgages or as a result of an act or omission of Collateral Agent, and (ii) any such error is corrected and such Mortgages constitute fully perfected First Priority Liens on such Mortgaged Properties within ten (10) days after the applicable Credit Party is notified or otherwise obtains knowledge of such error.

Valid Liens. Each The Collateral Document delivered pursuant to Section 5.9 willDocuments 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, all of Credit Parties’ right, title and interest in and the Collateral described therein to the Collateral thereunderextent intended to be created thereby, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (i) when 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 of certificates, if any, representing 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 (as defined in Agent to the Pledge extent possession or control by the Collateral Agent is required by the Security Agreement), such and (iii) upon the notating of the Lien of the Collateral Document will 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 Credit Parties the grantors in such Collateral, in each case subject prior and superior in right to no Liens any other Person, other than Liens permitted by Section 7.01 (A) Qualified other than Liens securing Permitted LiensJunior Priority Additional Debt or any Permitted Refinancing thereof and Liens securing ABL Facility Indebtedness, UST Tranche A Facility Indebtedness and UST Tranche B Facility Indebtedness or, in each case, a Permitted Refinancing thereof, that are intended to be junior to the case Liens of the Pledged Properties and (B) Permitted Liens, in the case of the Mortgaged Properties; provided, however, that no default under this Section 4.19(c) shall be deemed to arise with respect to Mortgaged Properties having, individually or in the aggregate, an equity value less than $25,000,000 so long as (i) the failure to duly perfect the Lien under any Mortgage as otherwise contemplated herein is a result of an inadvertent error in the form or filing of the Mortgages or as a result of an act or omission of Collateral Agent, and (ii) any such error is corrected and such Mortgages constitute fully perfected First Priority Liens on such Mortgaged Properties within ten (10) days after the applicable Credit Party is notified or otherwise obtains knowledge of such errorDocuments).

Valid Liens. Each Collateral Security Document delivered pursuant to Section 5.9 Sections 4.01, 5.11, 5.12, 5.13 and 5.18 will, upon execution and delivery thereof, be effective to create in favor of Collateral Agent, the collateral agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of Credit Parties’ right, title and interest in and the Collateral described therein to the Collateral thereunder, extent intended to be created thereby and (i) when all financing statements and other filings in appropriate filings form are filed in or recordings are made in recorded by the appropriate offices as may be required under by the applicable law and Requirement of Law, (ii) upon the taking of possession or control by Collateral Agent the collateral agent of certificates, if any, representing the Collateral (as defined in the Pledge Agreement), such Collateral Document will with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the collateral agent to the extent possession or control by the collateral agent is required by the Loan Documents) and (iii) upon taking of the actions required by Foreign Collateral Documents, but subject to any prior ranking Lien in relation to bank accounts in (x) Germany pursuant to the general terms and conditions of banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) and (y) Belgium pursuant to the general terms and conditions of banks, the Liens created by the Security Documents shall constitute fully first priority perfected Liens on, and security interests inin (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of Credit Parties the grantors in such CollateralCollateral to the extent perfection can be obtained by filing and recording financing statements, possession, control or such actions in foreign jurisdictions, as the case may be, except, in respect of any Foreign Pledge Agreement on Intellectual Property governed by Belgian law, to the extent Belgian law does not allow the creation of a legal, valid and enforceable Lien on any Intellectual Property subject to such Foreign Pledge Agreement, in each case subject to no Liens other than (A) Qualified Permitted Liens, in the case of the Pledged Properties and (B) Permitted Liens, in the case of the Mortgaged Properties; provided, however, that no default under this Section 4.19(c) shall be deemed to arise with respect to Mortgaged Properties having, individually or in the aggregate, an equity value less than $25,000,000 so long as (i) the failure to duly perfect the Lien under any Mortgage as otherwise contemplated herein is a result of an inadvertent error in the form or filing of the Mortgages or as a result of an act or omission of Collateral Agent, and (ii) any such error is corrected and such Mortgages constitute fully perfected First Priority Liens on such Mortgaged Properties within ten (10) days after the applicable Credit Party is notified or otherwise obtains knowledge of such errorpermitted hereunder.