Common use of Perfected Priority Liens Clause in Contracts

Perfected Priority Liens. (a) This Agreement is effective to create, as collateral security for the Secured Obligations of such Grantor, valid and enforceable Liens on such Grantor's Collateral in favor of the Co-Agents, for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with respect to (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid Liens on and, to the extent provided herein, perfected security interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office may be necessary for enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. (a) This As of the date hereof, this Agreement is effective to create, as collateral security for the Secured Obligations of such GrantorObligations, valid and enforceable Liens on such Grantor's the Collateral in favor of the Co-Agents, Agents for the benefit of the Secured Parties, Parties except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except As of the date hereof, except with respect to (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patents and Trademarks and Patent Licenses and Trademark Licenses, Trademarks and Trademark Licenses which Liens, to the extent that (A) such Liens cannot be otherwise perfected by the filing of financing statements under the Uniform Commercial Code in accordance herewith, would in the case of Patents and Trademarks listed in Schedules I and II hereto, or by in the filing case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdictionOffice, upon filing of the financing statements delivered to the Co-Agents by such the Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (Agreement, which financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages (and the recording of any this Agreement in the United States Patent and Trademark Security Agreement, as set forth thereinOffice, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid and perfected Liens on and, to the extent provided herein, perfected security interests Collateral in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) United States in favor of the Co-Agents for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons, Persons with respect to the Collateral except Liens granted under the Senior Credit Documents and except for Liens in favor of to the Administrative Agent and for the benefit of the holders of the Senior Loans pursuant to under the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office may be necessary for such enforceability, and except, with respect to goods only, buyers in ) from the ordinary course of business to the extent provided in Section 9-307(1) of the Code)Grantor, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. (a) This As of the date hereof, this Agreement is effective to create, as collateral security for the Secured Obligations of such GrantorObligations, valid and enforceable Liens on such Grantor's the Collateral in favor of the Co-Agents, Agents for the benefit of the Secured Parties, Parties except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except As of the date hereof, except with respect to (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patents and Trademarks and Patent Licenses and Trademark Licenses, Trademarks and Trademark Licenses which Liens, to the extent that (A) such Liens cannot be otherwise perfected by the filing of financing statements under the Uniform Commercial Code in accordance herewith, would, in the case of Patents and Trademarks listed in Schedules I and II hereto, or by in the filing case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto, be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdictionOffice, upon filing of the financing statements delivered to the Co-Agents by such the Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (Agreement, which financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages (and the recording of any this Agreement in the United States Patent and Trademark Security Agreement, as set forth thereinOffice, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid and perfected Liens on and, to the extent provided herein, perfected security interests Collateral in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) United States in favor of the Co-Agents for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons, Persons with respect to the Collateral except Liens granted under the Senior Credit Documents and except for Liens in favor of to the Administrative Agent and for the benefit of the holders of the Senior Loans pursuant to under the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office may be necessary for such enforceability, and except, with respect to goods only, buyers in ) from the ordinary course of business to the extent provided in Section 9-307(1) of the Code)Grantor, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. (a) This Agreement is effective to create, as collateral security for the Secured Obligations of such Grantor, valid and enforceable Liens on such Grantor's Collateral in favor of the Co-Agents, for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with respect to (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid Liens on and, to the extent provided herein, perfected security interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office may be necessary for enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.granted

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant to this Agreement (ai) This Agreement is effective to createupon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as collateral 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 Administrative 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 for interests in all of the Secured Obligations of such Grantor, valid and enforceable Liens on such Grantor's Collateral in favor of the Co-AgentsAdministrative 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 affected limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) ), and an implied covenant of good faith and fair dealing. (b) Except with respect are prior to (i) all other Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Collateral except for Permitted Liens. Such Uniform Commercial Code or by the filing and acceptance thereof financing statements, filings in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of AmericaCopyright Office, any Stateas applicable, territory or dependency thereof other appropriate filings, recordings or registrations prepared by the District of Columbia (except Administrative Agent based upon the information provided to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form Administrative Agent for filing in such jurisdictionseach applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the recording filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid Liens on and, to the extent provided herein, perfected security interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens in respect of all other PersonsCollateral in which the security interest may be perfected by such filing, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents registration in the United States Patent and Trademark Office may be necessary for enforceabilityStates, and exceptno further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to goods only, buyers in the ordinary course filing of business to the extent provided in Section 9-307(1) of the Code), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealingcontinuation statements.

Perfected Priority Liens. (a) This Agreement is effective to create, as collateral security for the Secured Obligations of such Grantor, valid and enforceable Liens on such Grantor's ’s Security Collateral in favor of the Co-Agents, Note Collateral Agent for the benefit of the Secured Parties, except (i) with respect to all Intellectual Property that is an Excluded Asset or (ii) as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's ’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with respect regard to (i) Liens (if any) on Equipment constituting Fixtures, Specified Assets and (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account law (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within upon the meaning of Section 2-326 completion of the Uniform Commercial Code of the applicable jurisdictionFilings and, with respect to Instruments, Chattel Paper and Documents, upon filing the earlier of the financing statements delivered to the Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form for filing in such jurisdictions), the recording of the Mortgages (and the recording of any Patent and Trademark Security Agreement, as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and Filing or the delivery to, to and continuing possession by, by the Administrative Note Collateral Agent or the Senior Collateral Agent, acting as the agent for the Secured Parties and Note Collateral Agent for purposes of perfection, as applicable, in accordance with the holders of the Senior LoansFirst Lien Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Code) by the Note Collateral Agent (or the Senior Collateral Agent, acting as agent for the Note Collateral Agent for purposes of perfection (or their respec- tive agents appointed for purposes of perfection), in accordance with the First Lien Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, Electronic Chattel Paper and Letter-of-Credit Rights a security interest in which is perfected by “control” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7 on the date of this Agreement), the taking of the actions required by subsection 4.1.9 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and, and (to the extent provided herein, ) perfected security interests in such Grantor's ’s Security Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents Note Collateral Agent for the ratable benefit of the Secured Parties, which Liens and will be prior to all other Liens of all other Persons, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit DocumentsPersons other than Permitted Liens, and which Liens are enforceable as such as against all other Persons (other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Co-Agents Note Collateral Agent or the Senior Collateral Agent, as applicable, in accordance with the First Lien Intercreditor Agreement or otherwise, or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.. As used in this subsection 3.1.2(b), the following terms shall have the following meanings:

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant to this Agreement (ai) This Agreement is effective to createupon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as collateral 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 for interests in all of the Secured Obligations of such Grantor, valid and enforceable Liens on such Grantor's Collateral in favor of the Co-AgentsCollateral 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 affected limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) ), and an implied covenant of good faith and fair dealing. (b) Except with respect are prior to (i) all other Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Collateral except for Permitted Liens. Such Uniform Commercial Code or by the filing and acceptance thereof financing statements, filings in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of AmericaCopyright Office, any Stateas applicable, territory or dependency thereof other appropriate filings, recordings or registrations prepared by the District of Columbia (except Collateral Agent based upon the information provided to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (vii) Liens on Proceeds of receivables and Inventory, until transferred to or deposited in the Collateral Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form Agent for filing in such jurisdictionseach applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the recording of the Mortgages (filings, recordings and the recording of any Patent registrations that are necessary to establish a legal, valid and Trademark Security Agreement, as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a perfected security interest in which is perfected by possession, the Liens created pursuant to this Agreement will constitute valid Liens on and, to the extent provided herein, perfected security interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents Collateral Agent, for the ratable benefit of the Secured Parties, which Liens will be prior to all other Liens in respect of all other PersonsCollateral in which the security interest may be perfected by such filing, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents registration in the United States Patent and Trademark Office may be necessary for enforceabilityStates, and exceptno further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to goods only, buyers in the ordinary course filing of business to the extent provided in Section 9-307(1) of the Code), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealingcontinuation statements.