Common use of Validity of Liens Clause in Contracts

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral (with such exceptions as are acceptable to the Majority Lenders). All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders). The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) perfected security interest in and lien Lien upon the Fixed Asset Collateral and a second priority perfected security interest in and Lien upon all other Collateral (with such exceptions as are acceptable subject to the Majority LendersLiens of the Revolving Credit Agent under the Revolving Credit Agreement). All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent (as collateral agent for the Lenders) a legal, valid and enforceable first priority, perfected (except for Permitted Liens entitled to priority under applicable lawin the case of Real Property and motor vehicles as set forth in ss.12) security securitY interest in and lien upon the Collateral (with such exceptions as are acceptable Collateral, subject only to the Majority Lenders)Permitted Liens. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests interests, shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien Lien upon the Collateral (with such exceptions Collateral. Except as are acceptable to the Majority Lenders). All expressly contemplated by this Credit Agreement, all filings, recordings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to protect and preserve perfect such security interests shall have been duly effected (with such exceptions as are acceptable or provisions satisfactory to the Majority Lenders)Administrative Agent for such filings, recordings and other actions shall have been made. The Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the ABL Priority Collateral (except for Permitted Liens entitled to priority under applicable lawLaw) and a second priority security interest in and lien Lien upon the Collateral (with such exceptions as are acceptable to the Majority Lenders)Second Lien Priority Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)or provided for. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent (as collateral agent for the Lenders) a legal, valid and enforceable first priority, perfected (except for Permitted Liens entitled to priority under applicable lawin the case of Real Property and motor vehicles as set forth in §12) security interest in and lien upon the Collateral (with such exceptions as are acceptable Collateral, subject only to the Majority Lenders)Permitted Liens. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests interests, shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create and maintain in favor of the Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral (with such exceptions as are acceptable to the Majority Lenders)Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests including, without limitation, notation of the Administrative Agent's lien on certificates of title as described in SECTION 7.19, shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall shall, upon entry of the Interim Order or the Final Order, whichever occurs first, be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except for Permitted Prior Liens entitled to priority under applicable law) security interest in and lien upon the Collateral (with such exceptions as are acceptable to the Majority Lenders)Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except for Permitted subject to the Liens entitled to priority under applicable lawof the Term Loan Agent on the Fixed Asset Collateral) perfected security interest in and lien Lien upon all material components of the Collateral (with such exceptions as are acceptable to the Majority Lenders)under applicable United States federal and state law. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.

Validity of Liens. The Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority security interest in and Lien upon the Term Priority Collateral (except for Permitted Liens entitled to priority under applicable lawLaw) and a second priority security interest in and lien Lien upon the Collateral (with such exceptions as are acceptable to the Majority Lenders)ABL Priority Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected (with such exceptions as are acceptable to the Majority Lenders)or provided for. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent.