First Priority Liens. Except for Permitted Liens, this Agreement, together with the Security Documents and the actions described in clauses (i), (ii) and (iii) of Section 3.2 of the Security Agreement, will create valid, perfected, first-priority security interests in the collateral described in the Security Documents, in each case enforceable against the Borrower and each of its Subsidiaries and securing the payment of all obligations purported to be secured thereby.
First Priority Liens. Administrative Agent shall have received evidence that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens that are prior to the Liens of Administrative Agent by operation of law).
First Priority Liens. Company shall ensure that:
(i) subject only to subsection 8.9, all of its and its Subsidiaries’ present and after acquired property, both real and personal, is at all times subject to the Liens constituted by the Collateral Documents, and
(ii) such Liens at all times constitute First Priority Liens with respect to all such property, other than (A) property that is, in the opinion of the Administrative Agent and Collateral Agent, acting reasonably, immaterial, both individually and in the aggregate, in terms of its value and its use in the operations of Company and its Subsidiaries or (B) equipment which has been purchased or leased by Company or a Subsidiary of Company but which equipment has not yet entered the jurisdiction where the equipment will be used in the business of Company or such Subsidiary, so long as Company or such Subsidiary intends to bring such equipment into a jurisdiction where the Collateral Agent would have a First Priority Lien in such equipment, and Company or such Subsidiary does so as soon as practicable following such acquisition by purchase or lease.
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 duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured 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 and (b) are prior to all other Liens on the Collateral in existence on the Closing Date, except for Permitted Encumbrances and other nonconsensual Liens of the type described in Section 7.2 of the Credit Agreement, in each case, which may have priority over the Liens on the Collateral by operation of law.
First Priority Liens. Each Senior Credit Lien is a valid, perfected first priority Lien on the portion of the Collateral covered thereby, subject only to Permitted Encumbrances. Except for the filing of the financing statements referred to in Section 4.03, no further action, including any filing or recording of any document, is necessary in order to establish, protect and perfect the first priority Lien of the Administrative Agent, for the benefit of the Secured Parties, in any part of the Collateral as against any third party in any applicable jurisdiction, including, without limitation, any purchaser from, or creditor of, the Borrower or any of its Subsidiaries. Except for the filing of the financing statements referred to in Section 4.03, no consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (x) the pledge by the Borrower or any of its Subsidiaries of any of the Collateral pursuant to the applicable Collateral Agreement or Pledge Agreement, (y) the perfection or maintenance of the Lien created thereby (including the first priority nature of such Lien) or (z) the exercise by the Administrative Agent of the rights or the remedies in respect of the Collateral provided for in this Agreement, any Collateral Agreement or any Pledge Agreement.
First Priority Liens. The Liens granted to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement shall be valid, fully perfected Liens on, and security interests in, all right, title and interest of the Grantors in the Collateral and the proceeds thereof, as security for the Secured Obligations, prior to and superior to any other Person (except for Specified Permitted Liens) upon the occurrence of the following with respect to such Collateral: (i) in the case of Pledged Certificated Stock, when certificates representing such Pledged Certificated Stock are delivered to the Administrative Agent or its designee, (ii) in the case of deposit accounts (other than Excluded Accounts) or Investment Property, when an Account Control Agreement is executed and delivered by all parties thereto with respect to such deposit accounts or Investment Property, (iii) in the case of Copyrights, when the filings in subsection (iv) of this Section are made and when, if applicable, the Copyright Security Agreements in the form attached hereto as Annex II are filed in the United States Copyright Office, and (iv) in the case of the other Collateral described in this Agreement in which a Lien may be perfected by the filing of a financing statement, when UCC financing statements are filed in the appropriate filing offices as specified in Article 9 of the UCC (which, as of the Closing Date, for each of the Grantors is the filing office set forth for each Grantor on Schedule 3).
First Priority Liens. Other than with respect to Collateral in respect of which perfection of the Administrative Agent’s security interest therein would require actions constituting Excluded Perfections, the security interests granted pursuant to this Agreement, 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, where applicable, duly executed form), will at all times constitute valid, perfected, First Priority, continuing security interests in all of the Collateral (other than Excluded Accounts) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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, subject only to Permitted Liens.
First Priority Liens. As of the Closing Date, the Liens and security interests granted pursuant to this Agreement (a) upon completion of the UCC financing statement filing set forth on Schedule 3 will constitute valid perfected Liens on, and security interests in, all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, to the extent such Liens may be perfected by filing a UCC financing statement, 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 and (b) are prior to all other Liens on the Collateral in existence on the Closing Date, except for Liens expressly permitted under Section 7.2 of the Credit Agreement that have priority over the Liens on the Collateral by operation of law.
First Priority Liens. As of the Purchase Date, subject to completion of the items set forth in Section 5.13, the filing of financing statements in the appropriate form in the jurisdictions of organization of the Credit Parties, the filing of grants of security interests with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, and the delivery of collateral as required pursuant to Section 4.4 of the Security Agreement, except for Permitted Liens, this Agreement, together with the Security Documents, will create valid, perfected, first-priority security interests in such of the collateral in which a security interest can be perfected under Article 9 of the UCC by the filing or by possession thereof or by the actions taken pursuant to Section 5.13, in each case enforceable against the Credit Parties and securing the payment of all obligations purported to be secured thereby.
First Priority Liens. The Liens and security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions set forth on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule have been prepared by or otherwise delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected Liens on, and security interests in, all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured 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 and (b) are prior to all other Liens on the Collateral in existence on the Closing Date, except for Permitted Liens.
