Common use of Perfected Priority Liens Clause in Contracts

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. (a) The security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 3 4.01 (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 104.02. (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. (a) The security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 3 7 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests under United States law in all right, title and interest of such Grantor in the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guaranteed 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 Collateral from such Grantor and (ii) subject to the ABL Intercreditor Agreement, are prior to all other Liens on the Collateral except for (A) unrecorded Liens expressly permitted by Permitted Liens. Notwithstanding the Note Purchase foregoing, nothing in this Agreement which have priority over shall require any Grantor to make, nor shall the Liens on the Collateral by operation of law and (B) Liens described on Schedule 10Administrative Agent make any Excluded Actions. (b) Without limiting Section 4.02(a)the foregoing, each Grantor has taken all actions necessary or desirable, to the extent required by the Note Purchase Documents or and reasonably requested by the Administrative Agent, including without limitation those specified in Section 5.01 of this Agreement 5.2 to: (i) establish the Administrative 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 securitiesCertificated Securities, uncertificated securitiesUncertificated Securities, securities accountsSecurities Accounts, security entitlements, Securities Entitlements or commodity accounts or commodity contractsCommodity Accounts, (ii) establish the Administrative Agent’s "“control" ” (within the meaning of Section 9-104 of the UCC) over all deposit accounts of such GrantorDeposit Accounts (other than Excluded Accounts), (iii) establish the Administrative Agent’s "“control" ” (within the meaning of Section 9-107 of the UCC) over all letter-of-credit rights Letter of such Grantor, Credit Rights with the face value in excess of $1,000,000 and (iv) establish the Administrative Agent’s "“control" ” (within the meaning of Section 9-105 of the UCC) over all electronic chattel paper Electronic Chattel Paper with the face value in excess 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$1,000,000. (c) All tangible chattel paper, instruments and negotiable documents of each Grantor has been delivered to the Agent.

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 4.01 (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 Secured 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 Credit Agreement which have priority over the Liens on the Collateral by operation of law and (B) Liens described on Schedule 104.02. (b) Without limiting Section 4.02(a), each Grantor has taken all actions necessary or desirable, to the extent required by the Note Purchase Credit 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.