Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

Perfected First Priority Liens. The security interests in the Term Lender Priority Collateral granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedulesuch Schedule 3, have been delivered to the Administrative Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Term Lender Priority Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof and the Intercreditor Agreement against all creditors of such Grantor and any Persons purporting to purchase any Term Lender Priority Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the Term Lender Priority Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Loan Agreement which have priority over the Liens on the Collateral by operation of lawTerm Lender Priority Collateral.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Collateral (other than security interests in Vehicles granted hereunder which shall not be required to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3be perfected) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawlaw and (ii) Liens described on Schedule 8.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) Agreement, upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and, when requiredif applicable, duly executed form unless otherwise referred to in such Scheduleform), (a) will constitute valid perfected security interests (except Money which is not in the possession of the Collateral Agent or as expressly provided herein) in all of the Collateral (to subject hereto on the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) date hereof in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and hereof, except for (i) unrecorded Liens permitted by Section 6.3 of the Credit Agreement which have priority over the Liens on the Collateral by operation of lawlaw and (ii) Liens described in Schedule 7).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

Perfected First Priority Liens. The security interests First Priority Interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and, when requiredif applicable, duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the First-Priority Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any First-Priority Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the First-Priority Collateral in existence on the date hereof except as are permitted by the Credit Agreement set forth in Section 4.12 and except for unrecorded Liens permitted by all of the Credit Agreement which Secured Debt Documents that have priority over the Liens on the First-Priority Collateral granted hereby by operation of law.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Collateral (other than Deposit Accounts, to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3that there are no control agreements with respect thereto) in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations or the Borrower Obligations, as the case may be, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such GrantorGrantor or Holdings, except as otherwise provided on Schedule 3applicable, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawAgreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the timely and proper filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on in said Schedule, have been delivered to the Administrative Collateral Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Collateral (excluding assets, if any, with respect to the extent which a perfected security interest is required pursuant cannot be perfected under the applicable Uniform Commercial Code or through filings with United States registries with respect to this Agreement and except as otherwise stated on Schedule 3Intellectual Property) in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are to the extent otherwise permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawAgreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) (i) in the case of the First Priority Interests, are prior to all other Liens on the Collateral in existence on the date hereof except as are for the Liens permitted by the Credit Agreement and (ii) in the case of the Second Priority Interests, are prior to all other Liens on the Collateral in existence on the date hereof except for unrecorded (A) the First Priority Interests, and (B) the other Liens permitted by the Credit Agreement which have priority over Agreement; provided that no representations are made with respect to the Liens on requirements of any laws of any jurisdiction other than the Collateral by operation of lawUnited States or any State thereof.

Perfected First Priority Liens. The Subject to Section 7.18 and except as otherwise contemplated by the terms of the Indenture, the security interests granted by such Grantor pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said ScheduleSchedule except with respect to (i) Vehicles and (ii) other Collateral in respect of which a security interest cannot be perfected by Domestic Perfection Actions, have been delivered to the Administrative Agent Collateral Trustee in completed and, when required, and duly executed form unless otherwise referred to in such Schedule) form), will constitute valid perfected security interests in all of the Collateral (with respect to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) which perfection may be accomplished by Domestic Perfection Actions in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawPermitted Priority Liens.

Perfected First Priority Liens. The security interests in the Term Lender Priority Collateral granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedulesuch Schedule 3, have been delivered to the Administrative Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Term Lender Priority Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof and the Intercreditor Agreement against all creditors of such Grantor and any Persons purporting to purchase any Term Lender Priority Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the Term Lender Priority Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Loan Agreement which have priority over the Liens on the Collateral by operation of lawTerm Lender Priority Collateral.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon Upon (i) completion of the filings and other actions specified on Schedule 3 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when where required, duly executed form unless otherwise referred form), and (ii) the taking or making of other actions and filings, as set forth of Schedule 4 hereto, that will be taken on or made prior to or contemporaneously with the Closing Date, the security interests granted in such ScheduleSection 3 (A) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (bB) are and will be prior to all other Liens on the such Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over or are in pari passu with the Liens on the such Collateral by operation of law.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon timely completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, and duly executed form unless otherwise referred to in such Scheduleform) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3for Monies) in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such GrantorGrantor (with respect to Intellectual Property, except as otherwise provided on if and to the extent perfection may be achieved by making such filings and taking such other actions specified in Schedule 3, ) and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and, when required, duly executed form unless otherwise referred to in such Schedule) will constitute valid perfected security interests in all of the Collateral (to the extent a perfected security interest is required pursuant to this Agreement and except as otherwise stated on Schedule 3) in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, except as otherwise provided on Schedule 3, Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except as are permitted by the Credit Agreement and except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.