Common use of Creation and Perfection of Lien Clause in Contracts

Creation and Perfection of Lien. The Company represents and warrants to the Secured Party and covenants with the Secured Party that this Agreement creates a valid security interest in the Collateral as security for the payment and performance of the Obligations. Upon the filing of UCC-1 financing statements in the form attached hereto as Exhibit A (the "Financing Statements") under the Uniform Commercial Code as the same may be in effect from time to time in the State of Connecticut (the "UCC"), naming the Company as debtor and the Secured Party as secured party, all filings, assignments, pledges and deposits of documents or instruments will have been made and all other actions will have been taken that are necessary or advisable, under applicable law, to establish and perfect the Secured Party's security interest in such of the Collateral as to which a security interest may be perfected by filing under the UCC and such security interest shall remain prior to all other liens, except as contemplated by the Loan Agreement. No further filings, recordings or other actions are or will be necessary to maintain the priority of such security interest other than the filing of UCC continuation statements within six months prior to the expiration of a period of five years after the original filing. The Collateral and the Secured Party's rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Company is the owner of the Collateral free from any adverse lien, security interest or encumbrance, except as permitted by the Loan Agreement.

Creation and Perfection of Lien. The Company Each Grantor represents and warrants to the Secured Party Agent and the Lenders and covenants with the Secured Party Agent and the Lenders that this Agreement creates a valid security interest in the Collateral of such Grantor as security for the payment and performance of the Obligations. Upon the filing of UCC-1 a UCC-l financing statements statement in the form attached hereto as Exhibit A (the "Financing StatementsStatement") in the jurisdiction of organization of such Grantor under the Uniform Commercial Code against each Grantor as the same may be in effect from time to time in the State jurisdiction of Connecticut organization of such Grantor (the "UCC"), naming the Company such Grantor as debtor and the Secured Party Agent, for itself and for the benefit of the Lenders, as secured party, all filings, assignments, pledges and deposits of documents or instruments will have been made and all other actions will have been taken that are necessary or advisable, under applicable law, to establish and perfect the Secured PartyAgent's and the Lenders' security interest in such of the Collateral as to which a security interest may be perfected by filing under the UCC UCC, and such security interest shall remain prior to all other liens, except as contemplated by the Loan Credit Agreement. No further filings, recordings or other actions are or will be necessary to maintain the priority of such security interest with respect to such Collateral other than the filing of UCC continuation statements within six months prior to the expiration of a period of five years after the original filingfiling and any amendments that may be required from time to time to maintain the validity and/or sufficiency of such filing under the UCC. The Collateral and the Secured PartyAgent's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Company is defenses (except for setoffs, claims, withholdings or other defenses arising with respect to Grantor's accounts receivable in the owner ordinary course of the Collateral free from any adverse lien, security interest or encumbrance, except as permitted by the Loan Agreementbusiness).

Creation and Perfection of Lien. The Company represents and warrants to the Secured Party Agent and the Lenders and covenants with the Secured Party Agent and the Lenders that this Agreement creates a valid security interest in the Collateral as security for the payment and performance of the Obligations. Upon the filing of UCC-1 a UCC-l financing statements statement in the form attached hereto as Exhibit A (the "Financing StatementsStatement") under the Uniform Commercial Code as the same may be in effect from time to time in the State of Connecticut Washington, D.C. (the "UCC")) and the filing of a financing statement pursuant to the Personal Property Security Act (Ontario) in Ontario, Canada, naming the Company as debtor and the Secured Party Agent, for itself and for the benefit of the Lenders, as secured party, all filings, assignments, pledges and deposits of documents or instruments will have been made and all other actions will have been taken that are necessary or advisable, under applicable law, to establish and perfect the Secured PartyAgent's and the Lenders' security interest in such of the Collateral as to which a security interest may be perfected by filing under the UCC UCC, and such security interest shall remain prior to all other liens, except as contemplated by the Loan Amended and Restated Credit Agreement. No further filings, recordings or other actions are or will be necessary to maintain the priority of such security interest other than the filing of UCC continuation statements within six months prior to the expiration of a period of five years after the original filing. The Collateral and the Secured PartyAgent's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Company is the owner of the Collateral free from any adverse lien, security interest or encumbrance, except as permitted by the Loan AgreementAmended and Restated Credit Agreement as such agreement is in effect on the date hereof.

Creation and Perfection of Lien. The Company represents and warrants to the Secured Party Agent and the Lenders and covenants with the Secured Party Agent and the Lenders that this Agreement creates a valid security interest in the Collateral as security for the payment and performance of the Obligations. Upon the filing of UCC-1 a UCC-l financing statements statement in the form attached hereto as Exhibit A (the "Financing StatementsStatement") under the Uniform Commercial Code as the same may be in effect from time to time in the State of Connecticut Delaware (the "UCC"), naming the Company as debtor and the Secured Party Agent, for itself and for the benefit of the Lenders, as secured party, all filings, assignments, pledges and deposits of documents or instruments will have been made and all other actions will have been taken that are necessary or advisable, under applicable law, to establish and perfect the Secured PartyAgent's and the Lenders' security interest in such of the Collateral as to which a security interest may be perfected by filing under the UCC UCC, and such security interest shall remain prior to all other liens, except as contemplated by the Loan Amended and Restated Credit Agreement. No further filings, recordings or other actions are or will be necessary to maintain the priority of such security interest other than the filing of UCC continuation statements within six months prior to the expiration of a period of five years after the original filing. The Collateral and the Secured PartyAgent's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Company is the owner of the Collateral free from any adverse lien, security interest or encumbrance, except as permitted by the Loan AgreementAmended and Restated Credit Agreement as such agreement is in effect on the date hereof.