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 such Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid perfected security interests in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreement.

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 C to the Disclosure Letter (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted law, in each case to exist on the extent that the security interest in the Collateral pursuant can be perfected by the taking of actions specified on Schedule C to the Credit AgreementDisclosure Letter.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral with respect to which a security interest can be perfected by the filing of a financing statement under the New York UCC in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each 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 such Collateral from such Grantor and Grantor, (b) in respect of Collateral consisting of Pledged Stock, are prior to all other Liens on such Pledged Stock in existence on the date hereof and (c) in respect of all other Collateral as to which a security interest may be perfected under the Uniform Commercial Code where perfection provisions are applicable to such Collateral, are prior to all other Liens on such Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreement.

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 2 (which, in the case of all filings and other documents referred to on such ScheduleSchedule 2, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3Lenders, as collateral security for each Grantor’s 's Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such each Grantor and any Persons purporting to purchase any such Collateral from each Grantor, other than (i) Inventory sold in the ordinary course of such Grantor Grantor's business and (ii) such other sales of Collateral with respect to which the Administrative Agent (acting with the requisite consent of the Lenders, if required) has provided its consent, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by Permitted Liens. The filings and other actions specified on Schedule 2 constitute all of the Credit Agreement which have priority over the Liens on the Collateral by operation of law filings and (ii) Liens permitted other actions necessary to exist on the Collateral pursuant to the Credit Agreementperfect all security interests granted hereunder.

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 such said Schedule, have been delivered to the Collateral Trustee Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in favor all of the Collateral Trustee, for the ratable benefit of the Secured Parties, in all Collateral in with respect to which a security interest can be perfected by making such filings or taking such other actions described the filing of a financing statement under the New York UCC in Schedule 3favor of the Collateral Agent, for the benefit of the Notes Secured Parties, as collateral security for each such Grantor’s Notes 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement Indenture which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the securing any Credit AgreementFacilities Obligations.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any such Collateral (other than Inventory sold in the ordinary course of business) from such the Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law and (ii) other Liens permitted to exist on the Collateral pursuant to under the Credit Agreement.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Trustee, Administrative Agent for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3Lenders, as collateral security for each 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 such Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law law, provided that the Grantors make no such representation with respect to Receivables the obligors on which are Governmental Authorities and (ii) Liens permitted with respect to exist on which the Collateral pursuant Grantor has to comply with the Credit AgreementFederal Assignment of Claims Act.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests interests, to the extent a security interest may be perfected therein under the New York UCC, in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Security Interests (a) upon completion of the filings and other actions specified on Schedule 3 4.6 (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Trustee Agent in completed and duly executed form) ), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral, to the extent required in this Agreement, in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor (except as such Grantor enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and any Persons purporting to purchase any such Collateral from such the Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

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 4 (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Trustee Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral (other than Inventory sold in the ordinary course of business) from such Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law and (ii) other Liens permitted to exist on under the Collateral pursuant to the Credit AgreementPriority Lien Documents.

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 2 (which, in the case of all filings and other documents referred to on such ScheduleSchedule 2, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, Lenders as collateral security for each Grantor’s Obligations, in all UCC Collateral in which a security interest may be perfected by filing under the UCC, enforceable in accordance with the terms hereof against all creditors of such each Grantor and any Persons purporting to purchase any such Collateral from such each Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted Permitted Liens. The filings specified on Schedule 2 constitute all of the filings necessary to perfect all security interests granted hereunder in all UCC Collateral in which a security interest may be perfected by filing under the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit AgreementUCC.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) within the time periods prescribed under applicable law, will constitute valid perfected security interests (to the extent such matter is governed by laws of the United States or a jurisdiction therein) in all of the Collateral (to the extent that a security interest therein may be perfected by the filing of Uniform Commercial Code financing statements and such other filings specified on Schedule 3) in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each 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 such Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens to the extent otherwise permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreement.

Perfected First Priority Liens. The security interests granted to Collateral Agent, on behalf of and for the benefit of the Secured Parties, 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 such Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid perfected first priority security interests in that portion of the Collateral, except for Permitted Liens which have priority over the Liens on the Collateral by contract or operation of law, in which a security interest may be perfected by the filing of a financing statement in favor of the Collateral Trustee, for Agent under the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, UCC as collateral security for each Grantor’s Obligationsobligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such any Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Permitted Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by contract or operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) in the case of Collateral owned by Secured Note Holdings, Liens permitted to exist on granted in favor of the Collateral Borrower pursuant to the Credit Secured Contribution Agreement.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Specified Collateral (other than Deposit Accounts and the Proceeds thereof) in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3Lenders, as collateral security for each 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 such Specified Collateral (other than Deposit Accounts and the Proceeds thereof) from such Grantor and (b) are prior to all other Liens on the Specified Collateral (other than Deposit Accounts and the Proceeds thereof) in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the such Specified Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

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 such said Schedule, have been delivered to the Collateral Trustee Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the First-Priority Collateral in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such First-Priority Collateral from such Grantor and (b) are prior to all other Liens on the First-Priority Collateral in existence on the date hereof except as set forth in Section 4.12 and except for (i) 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 and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon the completion of (i) the filings filing of the UCC-3 financing statements assigning to the Agent the interest of the Original Agent as secured party under UCC-1 Financing Statements previously filed with respect to the security interest granted under the Existing Collateral Agreement described on Schedule 2, and (ii) the other actions specified transferring the Collateral to the Agent from the Original Agent as secured party described on Schedule 3 (which2, in the case of all filings and other documents referred each case, will continue to on such Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid perfected (to the extent such security interest can be perfected by such filings or actions) security interests in all of the Collateral in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, Parties as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreement.

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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form, except for such filings and other documents to be delivered after the date hereof pursuant to the Term Loan Agreement) will constitute valid perfected security interests in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s Obligations, in all of the Collateral, 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded subject only to Liens permitted by securing the loans and commitments under the Senior Revolving Credit Agreement Documents which have priority over the Liens on the Collateral by operation of law and (ii) all other Liens permitted to exist on by Section 9.03 of the Collateral pursuant to the Credit Term Loan Agreement.

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 C (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Trustee Agent in completed and duly executed form) will constitute valid perfected (to the extent such security interest can be perfected by such filings or actions) security interests in all of the Collateral in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except except, in the case of Collateral other than the Cash Collateral, the Deposit Account and the Securities Account, for (i) unrecorded Permitted Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreement.

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 such said Schedule, have been delivered to the Collateral Trustee Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any such Collateral (other than Inventory sold in the ordinary course of business) from such the Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law and (ii) other Liens permitted to exist on under the Collateral pursuant to the Credit AgreementPriority Lien Documents.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Security Interests (a) upon completion of the filings and other actions specified on Schedule 3 4.6 (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) ), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral, to the extent required in this Agreement, in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3Creditors, as collateral security for each such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and any Persons purporting to purchase any such Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon 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 such said Schedule, have been delivered to the Collateral Trustee Administrative Agent in completed and duly executed form) form to the extent required hereunder), the security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each 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 such Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof hereof, except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and law, (ii) Liens permitted to exist on the Collateral pursuant with respect to the Credit Pledged Stock, the Lien created by this Agreement, and (iii) with respect to Collateral other than the Pledged Stock, any Permitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement 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 such said Schedule, have been delivered to the Collateral Trustee Agent in completed and duly executed form) will constitute valid and perfected security interests in all of the Collateral that can be perfected by the filing and other actions specified on Schedule 3 in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s 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 and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens permitted to exist on the Collateral Permitted Encumbrances; provided, however, that no representation or warranty is made pursuant to the Credit Agreementthis Section 5.2 with respect to foreign filings or similar actions under foreign laws or regulations.

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 such said Schedule, have been delivered to the Collateral Trustee Agent in completed and duly executed form) will constitute valid perfected security interests in all of the First-Priority Collateral in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for each such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such First-Priority Collateral from such Grantor and (b) are prior to all other Liens on the First-Priority Collateral in existence on the date hereof except for (i) 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 and (ii) Liens permitted to exist on the Collateral pursuant to the Credit Agreementlaw.