Common use of Binding Obligations; Perfected Liens Clause in Contracts

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party and Holdings that is a party thereto and is the legally valid and binding obligation of such Loan PartyParty or Holdings, enforceable against such Loan Party or Holdings in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) The Agent’s Liens are are, to the extent required by the Guaranty and Security Agreement on the date hereof, validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of titlemoney, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iviii) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (viv) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement and this Agreement, and subject only to possession of Collateral for which the UCC requires possession to perfect a security interest and the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, statements in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens(other than pursuant to clauses (b), permitted purchase money Liens(u), or the interests (v), (w) and (z) of lessors under Capital Leasessuch definition).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and by Parent, to the extent Parent is a party thereto, and is the legally valid and binding obligation of such Loan PartyParty and Parent, enforceable against such Loan Party and Parent in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ ' rights generally. (b) Agent’s 's Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, the recordation of the Copyright Security Agreement, and the recordation of any applicable Copyright Security Agreementthe Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generallygenerally and requirements of reasonableness, good faith and fair dealing. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, the recordation of the Copyright Security Agreement, and the recordation of any applicable Copyright Security Agreementthe Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party and Holdings that is a party thereto and is the legally valid and binding obligation of such Loan PartyParty or Holdings, enforceable against such Loan Party or Holdings in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) The Agent’s Liens are are, to the extent required by the Guaranty and Security Agreement on the date hereof, validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of titlemoney, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iviii) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (viv) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement and this Agreement, and subject only to possession of Collateral for which the UCC requires possession to perfect a security interest, the filing of financing statements, and the recordation of any applicable the US Copyright Security Agreement, the US Trademark Security Agreement and the US Patent Security Agreement, recording of the Mortgages and transmitting utility filings, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens(other than pursuant to clauses (b), permitted purchase money Liens(u), or the interests (v), (w) and (z) of lessors under Capital Leasessuch definition).

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected, when such Liens have been perfected), (v) intellectual property as to which a filing other than the filing of a UCC financing statement is required to perfect a security interest, and (vvi) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, statements in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles (regardless of whether considered in a proceeding at law or enforcement is sought in equity or at law) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to, and to the extent such perfection may occur by, the filing of financing statements, the recordation of the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, and the recordation of any applicable Copyright Security Agreementthe Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Subject to the Post-Closing Letter, Agent’s Liens under the Loan Documents are validly created, perfected (other than (i) Stock of certain CFCs to the extent governed by foreign law, letter of credit rights, and other investment property not held in respect of motor vehicles that are subject a securities account, in each case to a certificate of titlethe extent not required to be perfected hereunder, (ii) moneymoney not in possession of Agent, (iii) letter-of-credit rights (other than supporting obligations)certain foreign Intellectual Property, (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv6.11, and (v) of the Guaranty and Security Agreementany Excluded Property, and subject only to the filing of financing statementsstatements and, and if applicable, the recordation of any applicable the Copyright Security Agreement and the Patent Security Agreement, in each case, in the appropriate filing offices), and first first-priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. 86 (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective termste rms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Upon execution and delivery of the Loan Documents, Agent’s Liens Lien s are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-letter - of - credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv7(k) of the Guaranty and Security Agreement, and subject only to t o the filing of financing statements, and the recordation of any applicable the Patent Security Agreement, the Trademark Security Agreement, and the Copyright Security Agreement, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Perm itted Liens which are non-non - consensual Permitted Liens, permitted purchase money LiensLiens securing Permitted Purchase Money Indebtedness, or the interests of lessors under Capital LeasesLeases or, solely in the case of Note Priority Collateral, subject to Liens permitted by clause (p) of the de finition of Permitted Liens.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto (and by Parent to the extent party thereto and to the extent applicable thereto) and is the legally valid and binding obligation of such Loan PartyPerson, enforceable against such Loan Party Person in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, statements and the recordation of any applicable Copyright Security Agreementthe Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (ai) Each Loan Document has been duly executed and delivered by each Loan Party that is a Borrower or any of its Subsidiaries party thereto and is the legally valid and binding obligation of Borrower or such Loan PartySubsidiary, enforceable against Borrower or such Loan Party Subsidiary in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (bii) AgentTrustee’s Liens are validly created, perfected (other than (iA) in respect of motor vehicles that are subject to a certificate of title, (iiB) money, (iiiC) letter-of-credit rights (other than supporting obligations), (ivD) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreementhereof, are required to be perfected), (E) Real Property, and (vE) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement3.4(h)), and subject only to the filing of financing statements, statements and the recordation of any applicable Copyright Security Agreement, in each case, in the appropriate filing offices), and first first-priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Upon the proper filing of financing statements and the proper recordation of other applicable documents with appropriate filing or recordation offices required for perfection of Agent’s Liens evidenced thereby and the payment of applicable filing fees, Agent’s Liens in the Collateral granted to Agent pursuant to the Loan Documents, to the extent required by the Loan Documents, are validly created, valid and perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, examinership, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) moneymoney not on deposit or credited to any Deposit Account or Securities Account not subject to a Control Agreement as permitted by Section 7(i)(iv) of the Guaranty and Security Agreement, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv7(i)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, statements in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Collateral Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and, after giving effect to the Confirmation Order and the Plan of Reorganization, is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, in the appropriate filing offices), and first priority Liens, subject only to the Intercreditor Agreement, Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s As of the Closing Date, the Liens of Lender are validly created, perfected (other than and first priority Liens, subject as to priority, only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases, except for Liens in respect of (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreementany Loan Document, are required to be perfected), and (v) any Deposit Accounts deposit accounts and Securities Accounts securities accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreementany Loan Document, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, statements in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.filing

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles whether considered in a proceeding at law or in equity or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.98 125672876_9 151541717_6 (b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, the recordation of the Copyright Security Agreement (if any), and the recordation of any applicable Copyright Security Agreementthe Mortgages, in each case, in the appropriate filing offices), and first first-priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

Binding Obligations; Perfected Liens. (a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by general equitable or discretionary principles (whether considered in a proceeding at law or enforcement is sought in equity or at law) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (b) Agent’s Liens are (other than with respect to the Excluded Collateral) validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of titlemoney, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iviii) commercial tort claims of the Loan Parties (other than those that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts (other than Deposit Accounts that constitute Excluded Collateral (as such term is defined in the Guaranty and Security Agreement)) not subject to a Control Agreement as permitted by Section 7(k)(iv7(c) of the Guaranty and Security Agreement, and subject only to the filing of financing statements, and the recordation of any applicable Copyright Security Agreement, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.