Common use of Creation and Perfection of Lien Clause in Contracts

Creation and Perfection of Lien. Each Grantor represents and warrants to the Agent and the Lenders and covenants with the 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 a UCC-l financing statement in the form attached hereto as Exhibit A (the "Financing Statement") 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 jurisdiction of organization of such Grantor (the "UCC"), naming such Grantor as debtor and the 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 Agent'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, and such security interest shall remain prior to all other liens, except as contemplated by the 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 filing 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 Agent's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses (except for setoffs, claims, withholdings or other defenses arising with respect to Grantor's accounts receivable in the ordinary course of business).

Creation and Perfection of Lien. (i) Each Grantor represents and warrants to the Collateral Agent and the Lenders other Secured Parties and covenants with the Collateral Agent and the Lenders other Secured Parties that this Agreement creates a valid security interest in the Collateral of such Grantor in favor of the Collateral Agent as security for the payment and performance of the Secured Obligations. Upon (A) the filing of (1) a UCC-l UCC-1 financing statement in the form attached hereto as Exhibit A (the "Financing Statement") against each Grantor in the jurisdiction of organization of such Grantor under the Uniform Commercial Code against each Grantor UCC as the same may be in effect from time to time in the jurisdiction of organization of such Grantor and (2) in respect of Intellectual Property Collateral consisting of registrations and applications, the "UCC"Grant of Security Interest in Intellectual Property Agreements substantially in the form attached hereto as Attachment A with the United States Patent and Trademark Office and the United States Copyright Office, as applicable (provided that additional filings may be required to perfect the Collateral Agent’s and the other Secured Parties’ security interest in such of the Collateral consisting of applications or registrations for Intellectual Property registered outside of the United States), in each case naming such Grantor as debtor and the Collateral Agent, for itself and for the benefit of the Lendersother Secured Parties, as secured partyand (B) the payment of all applicable fees, all filings, assignments, pledges and deposits of documents or instruments filings will have been made and all other actions will have been taken that are necessary or advisable, advisable under applicable lawthe UCC, to establish and perfect the Collateral Agent's and the Lenders' ’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 liensLiens, except as contemplated those not prohibited by the Credit AgreementSecured Obligation Documents. 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 filing 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 Agent's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses (except for setoffs, claims, withholdings or other defenses arising with respect to Grantor's accounts receivable in the ordinary course of business).

Creation and Perfection of Lien. Each Grantor represents and warrants to the Agent and the Lenders Secured Party and covenants with the Agent and the Lenders Secured Party that this Agreement creates a valid Lien upon and security interest in the Collateral of such Grantor as security for the payment and performance of the Obligations. Upon (i) the filing of a UCC-l financing statement statements in the form attached hereto as Exhibit A (the "Financing Statement") (a) in the jurisdiction of organization of such each Grantor under the Uniform Commercial Code UCC or (b) if the Grantor is a Person organized outside of the United States of America, in Washington D.C., against each such Grantor as the same may be in effect from time to time in the jurisdiction of organization of such Grantor and (ii) upon the "UCC")taking of possession by the Secured Party of any certificates constituting the Security Collateral, to the extent such Security Collateral are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor, in each case naming such the applicable Grantor as debtor and the Agent, for itself and for the benefit of the Lenders, 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 AgentSecured Party's and the Lenders' security interest in such of the Collateral as to which a security interest may be perfected by filing or possession under the UCC, and such security interest shall remain prior to all other liensLiens, except as contemplated for Permitted Liens; provided, however, that until the Discharge of the First Lien Obligations has occurred, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the Credit AgreementFirst Lien Collateral Agent. 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 filing 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 AgentSecured Party's and Lenders' rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses (except for setoffs, claims, withholdings or other defenses arising with respect to Grantor's accounts receivable in the ordinary course of business)defenses.

Creation and Perfection of Lien. Each The Grantor represents and warrants to the Agent and the Lenders and covenants with the Agent and the Lenders that this Agreement creates a valid Lien and charge upon and security interest in the Collateral of such Grantor as security for the payment and performance of the Obligations, subject to no other encumbrances, charges, security interests or Liens other than Permitted Liens. Upon (i) the filing of a UCC-l financing statement statements in the form attached hereto as Exhibit A (the "“Financing Statement"”) (A) in the jurisdiction of organization of such the Grantor under the Uniform Commercial Code UCC or (B) if the Grantor is a Person organized outside of the United States of America, in Washington D.C., against each the Grantor as the same may be in effect from time to time in the jurisdiction of organization of the Grantor, (ii) the taking of possession by the Agent of any certificates constituting the Security Collateral, to the extent such Grantor (Security Collateral are represented by certificates, together with undated powers endorsed in blank by the "UCC")Grantor, in each case naming such the Grantor as debtor and the Agent, for itself and for the benefit of the Lenders, as secured party, (iii) with respect to the Accounts, delivery of account control agreements in favor of the Agent and notice and agreement of the depository bank to be bound by the terms thereof, (iv) the filing of the Intellectual Property Security Agreement in the form attached hereto as Exhibit B with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (v) all other filings required under the laws of the jurisdiction of organization of the Grantor, including the entering of the Lien of the Agent in the register of members or the share register of the entity whose equity is being pledged in accordance with the constitutive documents of such entity and the laws of the jurisdiction of organization of such entity and the registration of the charge against each Grantor’s assets in the appropriate office of the jurisdiction of organization of the Grantor, 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 Agent's ’s security interest, Lien and charge for itself and for the Lenders' security interest benefit of the Lenders in such of the Collateral as to which a security interest may be perfected by filing or possession under the UCCUCC and under the laws of the jurisdiction of organization of the Grantor, and such security interest interest, Lien and charge shall remain senior and prior to all other liensLiens, except as contemplated by the Credit Agreementfor Permitted Liens. 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 filing and any amendments that may be required from time to time to maintain the validity and/or sufficiency of such filing under the UCCUCC and under the laws of the jurisdiction of organization of the Grantor. The Collateral and the Agent's ’s and Lenders' ’ rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses (except for setoffs, claims, withholdings or other defenses arising with respect to Grantor's accounts receivable in the ordinary course of business)defenses.