Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter (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 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 the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent Collateral Trustee in completed and duly executed form) will constitute valid perfected security interests in all favor of the Collateral in favor of the Administrative AgentTrustee, for the ratable benefit of the Secured Parties, in all Collateral in which a security interest can be perfected by making such filings or taking such other actions described in Schedule 3, as collateral security for such each 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 the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case law and (ii) Liens permitted to exist on the Collateral pursuant to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterCredit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral with respect to which a security interest can be perfected by the filing of a financing statement under the New York UCC in favor of the Administrative Collateral Agent, for the ratable benefit of the Notes Secured Parties, as collateral security for such Grantor’s Notes 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 (i) Liens permitted by the Credit Agreement Indenture which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letterlaw and (ii) Liens securing any Credit Facilities Obligations.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Security Interests (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 4.6 (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) ), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral Collateral, to the extent required in this Agreement, in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesCreditors, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) 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 Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral with respect to which a security interest can be perfected by the filing of a financing statement under the New York UCC 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 the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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) within the time periods prescribed under applicable law, will constitute valid perfected security interests (to the extent such matter is governed by laws of the United States or a jurisdiction therein) in all of the Collateral (to the extent that a security interest therein may be perfected by the filing of Uniform Commercial Code financing statements and such other filings 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 '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 to the extent otherwise permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterAgreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral (other than Inventory sold in the ordinary course of business) from such Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law, in each case to law and other Liens permitted under the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterPriority Lien Documents.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 2 (which, in the case of all filings and other documents referred to on said ScheduleSchedule 2, 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, Lenders as collateral security for such each Grantor’s Obligations, in all UCC Collateral in which a security interest may be perfected by filing under the UCC, enforceable in accordance with the terms hereof against all creditors of such each Grantor and any Persons purporting to purchase any Collateral from such each Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by Permitted Liens. The filings specified on Schedule 2 constitute all of the Credit Agreement filings necessary to perfect all security interests granted hereunder in all UCC Collateral in which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the a security interest in the Collateral can may be perfected by filing under the taking of actions specified on Schedule C to the Disclosure LetterUCC.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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, except for such filings and other documents to be delivered after the date hereof pursuant to the Term Loan Agreement) 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 such Grantor’s Obligations, in all of the Collateral, 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 subject only to Liens permitted by securing the loans and commitments under the Senior Revolving Credit Agreement Documents which have priority over the Liens on the Collateral and all other Liens permitted by operation Section 9.03 of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterTerm Loan Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon Upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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) form to the extent required hereunder), the security interests granted pursuant to this Agreement 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 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 Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof hereof, except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case (ii) with respect to the extent that Pledged Stock, the security interest in Lien created by this Agreement, and (iii) with respect to Collateral other than the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterPledged Stock, any Permitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral for which such filings and actions are effective to perfect such security interests in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the 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 Grantor, except such Persons who are good faith purchasers to the extent set forth in the New York UCC and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case law or as otherwise permitted to have priority over the extent that the security interest in Liens on the Collateral can be perfected by under Section 3.2 of the taking of actions specified on Schedule C to the Disclosure LetterCredit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any Collateral (other than Inventory sold in the ordinary course of business) from such the Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law, in each case to law and other Liens permitted under the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterCredit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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, Agent for the ratable benefit of the Secured PartiesLenders, 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 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 the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent provided that the security interest in Grantors make no such representation with respect to Receivables the Collateral can be perfected by obligors on which are Governmental Authorities and with respect to which the taking Grantor has to comply with the Federal Assignment of actions specified on Schedule C to the Disclosure LetterClaims Act.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 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 (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawlaw and (ii) in the case of Collateral owned by Secured Note Holdings, Liens granted in each case favor of the Borrower pursuant to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterSecured Contribution Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter (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 (to the extent such security interest can be perfected by such filings or actions) 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 such Grantor’s the 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 (b) are prior to all other Liens on the Collateral in existence on the date hereof except except, in the case of Collateral other than the Cash Collateral, the Deposit Account and the Securities Account, for Permitted Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterAgreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 2 (which, in the case of all filings and other documents referred to on said ScheduleSchedule 2, 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 PartiesLenders, as collateral security for such each Grantor’s 's Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such each Grantor and any Persons purporting to purchase any Collateral from each Grantor, other than (i) Inventory sold in the ordinary course of such Grantor Grantor's business and (ii) such other sales of Collateral with respect to which the Administrative Agent (acting with the requisite consent of the Lenders, if required) has provided its consent, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of Permitted Liens. The filings and other actions specified on Schedule C 2 constitute all of the filings and other actions necessary to the Disclosure Letterperfect all security interests granted hereunder.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) will constitute valid and perfected security interests in all of the Collateral that can be perfected by the filing and other actions specified on Schedule 3 in favor of the Administrative Collateral 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 Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of lawlaw and Permitted Encumbrances; provided, in each case however, that no representation or warranty is made pursuant to the extent that the security interest in the Collateral can be perfected by the taking of this Section 5.2 with respect to foreign filings or similar actions specified on Schedule C to the Disclosure Letterunder foreign laws or regulations.

Perfected First Priority Liens. The security interests First Priority Interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the First-Priority Collateral in favor of the Administrative 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 First-Priority Collateral from such Grantor and (b) are prior to all other Liens on the First-Priority Collateral in existence on the date hereof except for Liens permitted by all of the Credit Agreement which Secured Debt Documents that have priority over the Liens on the First-Priority Collateral granted hereby by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 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 Collateral from such Grantor and Grantor, (b) in respect of Collateral consisting of Pledged Stock, are prior to all other Liens on such Pledged Stock in existence on the date hereof and (c) in respect of all other Collateral as to which a security interest may be perfected under the Uniform Commercial Code where perfection provisions are applicable to such Collateral, are prior to all other Liens on such Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterAgreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any Collateral (other than Inventory sold in the ordinary course of business) from such the Grantor and (b) are prior in right of priority to all other Liens on the Collateral in existence on the date hereof except for Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law, in each case to law and other Liens permitted under the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterPriority Lien Documents.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 covered and perfected by filing pursuant to Article 9 of the New York UCC in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, 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 Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected law and other Liens permitted by the taking of actions specified on Schedule C to the Disclosure LetterCredit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon the completion of (i) the filings filing of the UCC-3 financing statements assigning to the Agent the interest of the Original Agent as secured party under UCC-1 Financing Statements previously filed with respect to the security interest granted under the Existing Collateral Agreement described on Schedule 2, and (ii) the other actions specified transferring the Collateral to the Agent from the Original Agent as secured party described on Schedule C to the Disclosure Letter (which2, in the case of all filings and other documents referred each case, will continue to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected (to the extent such security interest can be perfected by such filings or actions) security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, 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 the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure LetterAgreement.

Perfected First Priority Liens. The security interests First Priority Interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and and, if applicable, duly executed form) will constitute valid perfected security interests in all of the First-Priority Collateral in favor of the Administrative 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 First-Priority Collateral from such Grantor and (b) are prior to all other Liens on the First-Priority Collateral in existence on the date hereof except as set forth in Section 4.12 and except for Liens permitted by all of the Credit Agreement which Secured Debt Documents that have priority over the Liens on the First-Priority Collateral granted hereby by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Security Interests (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 4.6 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) ), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral Collateral, to the extent required in this Agreement, in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor (except as such Grantor enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and any Persons purporting to purchase any Collateral from such the Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted to Collateral Agent, on behalf of and for the benefit of the Secured Parties, pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter (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) 3 will constitute valid perfected first priority security interests in all that portion of the Collateral, except for Permitted Liens which have priority over the Liens on the Collateral by contract or operation of law, in which a security interest may be perfected by the filing of a financing statement in favor of the Administrative Agent, for Collateral Agent under the ratable benefit of the Secured Parties, UCC as collateral security for such each Grantor’s Obligationsobligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such any Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by contract or operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule C to the Disclosure Letter 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 interests, to the extent a security interest may be perfected therein under the New York UCC, in all of the Collateral in favor of the 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 Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, in each case to the extent that the security interest in the Collateral can be perfected by the taking of actions specified on Schedule C to the Disclosure Letter.