Common use of Perfected Second Priority Liens Clause in Contracts

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. On Subject to the date hereofterms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (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 AgreementSchedule, unless otherwise noted, have been so delivered to the Collateral Agent in completed and and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for 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 Grantor, other than purchasers in the ordinary course of business, and (b) are prior to all other Liens on such the Collateral in existence on the date of this Agreement hereof except for Liens permitted by the IndentureSecond-Lien Note Documents and other Liens that have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, including Liens securing but subject to the Credit Agreement Obligations; providedterms of the Intercreditor Agreement, however, that additional filings in the United States Patent and Trademark Office and United States Copyright Office may be necessary with respect to Letter-of-Credit Rights where the perfection relevant Grantor has been requested by the Collateral Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the Collateral Agent’s Lien respective Letter-of-Credit Rights is obtained in United States registrations and applications for Trademarks, Patents and Copyrights which are filed by, issued to, or acquired by Grantor after accordance with the date above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in 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 as a jurisdiction outside the United States and (ii) additional filings, recordations or actions may be required with respect to other Specified Collateralresult thereof.

Perfected Second Priority Liens. On Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the date hereof, the security interests appropriate filing offices specified on Schedule 3.6. 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 Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable and (b): (i) when UCC financing statements (or foreign equivalents) containing an adequate description of the Collateral shall have been filed in accordance with the terms hereof against offices specified in Schedule 3.6, will constitute perfected security interests in all creditors right, title and interest of such Grantor and any Persons purporting in the Collateral to purchase any such Collateral from such Grantor and (b) are the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on such Collateral in existence on the date and rights of this Agreement others therein except for Liens permitted by the Indenture, including Liens securing the Credit Agreement ObligationsPermitted Liens; provided, however, that additional filings in (ii) when each Copyright security agreement has been filed with the United States Patent Copyright Office, will constitute perfected security interests in all right, title and Trademark Office interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and United States Copyright Office may be necessary with respect rights of others therein except for Permitted Liens; and (iii) when each control agreement has been executed and delivered to the perfection Administrative Agent, will constitute perfected security interests in all right, title and interest of the Collateral Agent’s Lien Grantors in United States registrations the Deposit Accounts and applications Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except 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 CollateralPermitted Liens.

Perfected Second Priority Liens. On Subject to the date hereofterms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (including obtaining “control” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (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 AgreementSchedule, unless otherwise noted, have been so delivered to the Collateral Agent in completed and and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or “control” of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) 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 Grantor, other than purchasers in the ordinary course of business, and other than purchasers under transactions permitted under the Indenture, and (b) are prior to all other Liens on such the Collateral in existence on the date of this Agreement hereof except for (i) Liens granted under the Security Documents, (ii) Liens permitted by the IndentureIndenture and (iii) other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, including Liens securing but nonetheless subject to the Credit Agreement Obligations; providedterms of the Intercreditor Agreement, however, that additional filings in the United States Patent and Trademark Office and United States Copyright Office may be necessary with respect to Letter-of-Credit Rights where the perfection relevant Grantor has been requested by the Collateral Agent to obtain “control” of same, the respective Grantor shall have a reasonable period of time to comply with such request and such “control” shall not be required if the respective Grantor is unable to obtain any required consents for such “control” after using commercially reasonable efforts to obtain same, and unless and until “control” of the Collateral Agent’s Lien respective Letter-of-Credit Rights is obtained in United States registrations and applications for Trademarks, Patents and Copyrights which are filed by, issued to, or acquired by Grantor after accordance with the date above provisions of this Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in 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 as a jurisdiction outside the United States and (ii) additional filings, recordations or actions may be required with respect to other Specified Collateralresult thereof.