Common use of Perfected Second Priority Liens Clause in Contracts

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 in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Guarantor’s obligations, enforceable in accordance with the terms hereof against all creditors of the Guarantor (except for the First Lien Administrative Agent and the Senior Lenders prior to the Discharge of First Lien Obligations) and any Persons purporting to purchase any Collateral from the Guarantor 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. 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 the Guarantorsuch Grantor’s obligations, enforceable in accordance with the terms hereof against all creditors of the Guarantor such Grantor (except for the First Lien Administrative Agent and the Senior First Lenders prior to the Discharge of First Lien Obligations) and any Persons purporting to purchase any Collateral from the Guarantor 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.