Perfected First Priority Liens definition

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) 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, have been delivered to the Agent in completed and duly executed form), (ii) with respect to any Vehicles, upon completion of such actions as may be requested by the Agent pursuant to Section 5.5, (iii) with respect to any Pledged Capital Stock which constitutes Securities and which are not evidenced by a certificate, the delivery of an Instructions Agreement in the form of Annex A, (iv) with respect to each Deposit Account, upon the execution by the depositary bank, the relevant Grantor and the Agent of a Deposit Account Control Agreement substantially in the form of Exhibit C to the Credit Agreement or other form satisfactory to Agent and (v) with respect to Letter-of-Credit Rights, upon the Agent taking control thereof, to its satisfaction, in accordance with section 9-107 of the UCC, will constitute valid perfected security interests in all of the Collateral in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, which security interest is 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 Permitted Liens.
Sample 1

Examples of Perfected First Priority Liens in a sentence

  • REPRESENTATIONS AND WARRANTIES 7 3.1. Representations in Credit Agreement 7 3.2. Title; No Other Liens 8 3.3. Perfected First Priority Liens 8 3.4. Name; Jurisdiction of Organization, etc 8 3.5. Inventory and Equipment 9 3.6. Types of Collateral 9 3.7. Investment Property 9 3.8. Receivables 10 3.9. Intellectual Property 10 3.10.

  • No financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Trustee, for the benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Indenture.3.3 Valid, Perfected First Priority Liens.

  • REPRESENTATIONS AND WARRANTIES 13 5.1. Title; No Other Liens 13 5.2. Perfected First Priority Liens 13 5.3. Jurisdiction of Organization 13 5.4. Domestic Subsidiaries 13 5.5. Pledged Stock 14 5.6. Receivables 14 SECTION 6.

  • REPRESENTATIONS AND WARRANTIES 13 5.1. Title; No Other Liens 13 5.2. Perfected First Priority Liens.

  • REPRESENTATIONS AND WARRANTIES 12 5.1. Title; No Other Liens 12 5.2. Perfected First Priority Liens 12 5.3. Jurisdiction of Organization 12 5.4. Domestic Subsidiaries 13 5.5. Pledged Stock 13 5.6. Receivables 13 SECTION 6.

  • REPRESENTATIONS AND WARRANTIES 10 4.1. Title; No Other Liens 10 4.2. Perfected First Priority Liens 11 4.3. Name; Jurisdiction of Organization, etc.

  • REPRESENTATIONS AND WARRANTIES 9 4.1 Perfected First Priority Liens 10 4.2 Jurisdiction of Organization or Incorporation; Chief Executive Office 10 4.3 Pledged Notes; Pledged Stock 10 4.4 Receivables 10 4.5 Contracts 10 SECTION 5.

  • REPRESENTATIONS AND WARRANTIES 9 3.1 Title; No Other Liens 9 3.2 Perfected First Priority Liens 9 3.3 Jurisdiction of Organization; Chief Executive Office 10 3.4 Inventory and Equipment 10 3.5 Farm Products 10 3.6 Investment Property 10 3.7 Receivables 10 3.8 Intellectual Property 10 SECTION 4.

  • REPRESENTATIONS AND WARRANTIES 7 3.1. [Reserved] 7 3.2. Title; No Other Liens 7 3.3. Valid, Perfected First Priority Liens 7 3.4. Name; Jurisdiction of Organization, Etc 7 3.5. Investment Property 8 3.6. Commercial Tort Claims 9 3.7. Intellectual Property 9 3.8. Special Collateral 9 SECTION 4.

  • REPRESENTATIONS AND WARRANTIES 4.1 Representations in Term Loan Agreement 4.2 Title; No Other Liens 4.3 Perfected First Priority Liens 4.4 Jurisdiction of Organization; Chief Executive Office 4.5 Inventory and Equipment 4.6 Farm Products 4.7 Investment Property 4.8 Receivables 4.9 Intellectual Property 4.10 Vehicles 4.11 Deposit Accounts and Securities Accounts SECTION 5.

Related to Perfected First Priority Liens

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • First Priority Lien means any Lien created by the First Priority Security Documents.

  • First Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • First Priority Secured Parties means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • First Priority Collateral means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuers, Holdings and any of Holdings’ Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuers, Holdings or any of Holdings’ Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in connection with Indebtedness described in clause (i) or Obligations described in clause (ii).

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Second Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

  • Security Interest means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic's, materialmen's, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

  • First Priority Documents means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • Second Priority Secured Parties means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

  • Second Priority Collateral means any “Collateral” as defined in any Second Priority Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

  • Lowest Priority As of any date of determination, the Class of Subordinate Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates.

  • Permitted Security Interest means any Security Interest:

  • Second Priority Collateral Documents means the Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time governed.

  • Permitted Prior Liens means (1) Liens described in clauses (9), (10), (11), (13), (14), (15), (18), (21), (22), (23), (24), (25), (27), (31), (32) and (33) of the definition of "Permitted Liens," (2) Liens refinancing or replacing any of the Liens contemplated in clause (1) of this definition and (3) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the Security Documents or the Xxxxxx Security Documents, as applicable.

  • Permitted Security Interests means (i) any Security Interest for taxes, assessments or governmental charges or levies which relate to obligations not yet due and delinquent, (ii) easements, servitudes, encroachments and other minor imperfections of title which do not, individually or in the aggregate, detract from the value of or impair the use or marketability of any real property, and (iii) undetermined or inchoate Security Interests arising or potentially arising under statutory provisions which have not at the relevant time been filed or registered in accordance with applicable laws or of which written notice has not been given in accordance with applicable laws;

  • Security Agreement Collateral means all "Collateral" as defined in the Security Agreement.

  • Priority Lien means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of any Grantor to secure Priority Lien Obligations.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • Acceptable Security Interest in any Property means a Lien which (a) exists in favor of the Administrative Agent for the benefit of the Secured Parties, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby other than Permitted Subject Liens, (c) secures the Obligations, and (d) is perfected and enforceable.

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Permitted Liens means, with respect to any Person: