Perfected Priority Liens Clause Samples
A Perfected Priority Liens clause establishes the lender's legal right to claim specific collateral ahead of other creditors in the event of borrower default. This is achieved by ensuring that the lender's security interest is both properly documented and filed with the appropriate authorities, such as through a UCC-1 financing statement. By perfecting the lien, the lender secures its position as the first to be paid from the collateral, thereby reducing the risk of loss and clarifying the order of repayment among multiple creditors.
Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respec...
Perfected Priority Liens. Upon completion of the filings and other actions specified on Schedule 2 hereto (which, in the case of all filings and other documents referred to on Schedule 2 hereto, have been delivered to the Collateral Agent in completed and duly executed form), the security interests granted pursuant to this Agreement will constitute valid and perfected security interests in substantially all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor and are prior to all other Liens on the Collateral, except for, solely with respect to (a) Collateral that does not constitute Pledged Stock, Permitted Liens which, pursuant to the terms of the Loan Agreement, are permitted to have priority over Collateral Agent’s Liens thereon as collateral security for the Secured Obligations and (b) Permitted Liens pursuant to Section 9.02(b) of the Loan Agreement.
Perfected Priority Liens. (a) The security interests granted pursuant to this Agreement (i) 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 Agent in completed and duly executed form and may be filed by the Agent at any time) will constitute valid perfected security interests in all of the Collateral in favor of the Agent, for the benefit of the Secured Parties, as collateral security for the Guaranteed 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 (ii) are prior to all other Liens on the Collateral except for (A) unrecorded Liens expressly permitted by the Note Purchase Agreement which have priority over the Liens on the Collateral by operation of law and (B) Liens described on Schedule 10.
(b) Without limiting Section 4.02(a), each Grantor has taken all actions necessary or desirable, to the extent required by the Note Purchase Documents or requested by the Agent, including without limitation those specified in Section 5.01 of this Agreement to: (i) establish the Agent’s "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Property of such Grantor constituting certificated securities, uncertificated securities, securities accounts, security entitlements, or commodity accounts or commodity contracts, (ii) establish the Agent’s "control" (within the meaning of Section 9-104 of the UCC) over all deposit accounts of such Grantor, (iii) establish the Agent’s "control" (within the meaning of Section 9-107 of the UCC) over all letter-of-credit rights of such Grantor, (iv) establish the Agent’s "control" (within the meaning of Section 9-105 of the UCC) over all electronic chattel paper of such Grantor and (v) establish the Agent’s "control" within the meaning of Section 16 of the UETA over all "transferable records" (as defined in UETA) of such Grantor.
(c) All tangible chattel paper, instruments and negotiable documents of each Grantor has been delivered to the Agent.
Perfected Priority Liens. The security interests granted pursuant to this Agreement (a) to the extent they can be perfected under the UCC, constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement and the Note Agreements and unrecorded Liens which have priority over the Liens on the Collateral by operation of law.
Perfected 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 date hereof except for Liens securing the First Lien Obligations which have priority over the Liens on the Collateral.
Perfected Priority Liens. The security interests granted pursuant to this Agreement upon entry of the Order will constitute valid perfected first priority security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor and any Persons purporting to purchase any Collateral from the Grantor and are prior to all other Liens on the Collateral except for the Carve Out and Liens which, pursuant to the terms of the Credit Agreement, are permitted to have priority equal to or over Collateral Agent’s Liens thereon.
Perfected Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings on Schedule 3 on the Effective Date and, as of any date thereafter, the completion of all additional filings required hereby (all of which have been delivered to the Administrative Agent as of the Effective Date or within the period required hereby with respect to the applicable Collateral, as applicable, in duly completed form and may be filed by the Administrative Agent at any time) and the payment of all filing fees, and the Administrative Agent taking possession or control of all Collateral with respect to which a security interest may be perfected only by the taking of possession or control within the time period required hereby with respect to the applicable Collateral, will constitute valid perfected security interests in all of the Collateral (other than such Collateral in which a security interest cannot be perfected under the Applicable UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or the possession or control of such Collateral and other than Excluded Perfection Assets) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement.
Perfected Priority Liens. The security interests granted pursuant to this Agreement (a) upon the completion of the filings and the other actions specified on Schedule 3 constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, as collateral security for such Pledgor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens securing the loans and commitments under the Senior Revolving Credit Documents.
Perfected Priority Liens. The Security Interests granted pursuant to this Agreement (a) constitute valid security interests in all of the Collateral in favor of the Secured Party, 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, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except (i) that the Senior Liens shall have absolute priority over the Security Interests, and (ii) to the extent of any priority accorded under Applicable Law to any Permitted Liens. Upon the filing of financing statements in the jurisdiction of formation of the respective Grantors reflected in the respective Perfection Certificates, and the filing of appropriate collateral assignments with the United States Copyright Office and the United States Patent and Trademark Office, the Security Interests will be perfected first priority security interests (subject only to the exceptions noted in the immediately preceding sentence) in all Collateral in which a security interest can be perfected by means of filing; and after the repayment in full of the Senior Obligations and termination of all lending commitments under the Loan Agreement, upon delivery to the Secured Party of the certificates representing the Collateral consisting of Certificated Securities, the Security Interests will be perfected first priority security interests in such Collateral.
Perfected Priority Liens. The security interests granted pursuant to this Agreement constitute perfected security interests in the Collateral in favor of the Agent as collateral security for the Obligations prior to all other Liens except as identified on Schedule A. The Agent's security interest in the Closing Account shall at all times after the earlier of the effective date of Parent's SB-2 Registration Statement and 6 months after the date hereof constitute a first priority and only perfected security interest and the Closing Account and be subject to Debtor's control (as defined in Section 9-104 of the UCC).