Perfected Second Priority Liens. On the date hereof, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule required by the Indenture or the Purchase Agreement to be delivered by the date of this Agreement, have been so delivered to the Collateral Agent in completed and duly executed form) will 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 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 such Collateral in existence on the date of this Agreement except for Liens permitted by the Indenture, including Liens securing the Credit Agreement Obligations; provided, however, that additional filings in the United States Patent and Trademark Office and United States Copyright Office may be necessary with respect to the perfection of the Collateral Agent’s Lien in United States registrations and applications for Trademarks, Patents and Copyrights which are filed by, issued to, or acquired by Grantor after the date of this Agreement and, provided, further, that additional filings and/or other actions may be required to perfect the Collateral Agent’s Lien in Intellectual Property which is created under the laws of a jurisdiction outside the United States and (ii) additional filings, recordations or actions may be required with respect to other Specified Collateral.
Perfected Second Priority Liens. The security interests in the Revolving Lender Priority Collateral granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on such Schedule 4, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Revolving Lender Priority 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 Revolving Lender Priority Collateral from such Grantor and (b) are prior to all other Liens on the Revolving Lender Priority Collateral in existence on the date hereof except for (x) Liens securing the ABL Facility and (y) Liens permitted by the Loan Agreement which have priority over the Liens on the Revolving Lender Priority Collateral.
Perfected Second 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 Subordinated Noteholder Representative, 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 other than the prior Liens in favor of the Senior Agent for the ratable benefit of the Lenders.
Perfected Second 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 (other than trucks, trailers and other motor vehicles covered by a certificate of title law of any state, Commercial Tort Claims subject to Section 6.15, Letter-of-Credit Rights less than $500,000 and Deposit Accounts not maintained with the Administrative Agent or its Affiliates) 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 (except for the First Lien Administrative Agent and the First Lenders prior to the Discharge of First Lien Obligations) 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 granted in connection with the Senior Revolving Credit Documents and Excepted Liens which have priority over the Liens on the Collateral by operation of law. No effective financing statement or other registration or instrument similar in effect covering any Collateral is on file in any recording office except any that has been filed in favor of the Senior Administrative Agent or the Senior Lenders in connection with the Senior Revolving Credit Documents, those in favor of the Secured Parties relating to this Agreement and any that has been filed to perfect or protect any Excepted Lien.
Perfected Second Priority Liens. Upon the Lender taking all action necessary under the UCC to perfect its security interest in and to the Collateral, the Liens granted pursuant to this Agreement constitute perfected Liens on the Collateral in favor of the Lender, which are prior to all other Liens on the Collateral in existence on the date hereof (other than Permitted Liens) and are enforceable as such against all creditors of and purchasers from the Debtors and against any owner or purchaser of the real property where any of the Equipment is located and any present or future creditor obtaining a Lien on such real property.
Perfected Second Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles.
Perfected Second Priority Liens. The Second 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 said Schedule, have been delivered to the US Administrative Agent in completed and duly executed or authenticated form) will constitute valid and continuing perfected security interests in all of the Second Priority Collateral in favor of the US 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 against all creditors of such Grantor and any Persons purporting to purchase any Second Priority Collateral from such Grantor and (b) are prior to all other Liens on the Second Priority Collateral in existence on the date hereof except for the Liens permitted by the Credit Agreement that have priority over the Liens on the Second Priority Collateral granted hereby by operation of law.
Perfected Second Priority Liens. (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable 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 an implied covenant of good faith and fair dealing.
Perfected Second 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 or the Revolving Agent, as applicable, in completed and, if required, duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest may be perfected by the actions specified on Schedule 3, 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 permitted by Section 9.03 of the Credit Agreement.
Perfected Second Priority Liens. The Liens granted pursuant to this Security Agreement will constitute upon the completion of all the filings or notices listed in Schedule II hereto, perfected Liens on all Collateral, which are prior to all other Liens on such Collateral and which are enforceable as such against all creditors of the Grantor.
