Common use of Necessary Filings Clause in Contracts

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, in each case other than as otherwise permitted by this Agreement.

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest interests granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral or will be accomplished, to accomplished immediately following the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this AgreementEffective Date) and the security interest interests granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a create valid and, together with all such filings, registrations, recordings and other actions, perfected security interest interests therein prior to the rights of all other Persons therein (subject to the intercreditor provisions set forth in Section 1.1 hereof) and subject to no other Liens (in each case, other than Permitted LiensLiens related thereto) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable; provided, however, that subsequent filings of Grants of Security Interests in each case other than the respective forms attached hereto as otherwise permitted by this AgreementAnnexes L, M and N may be required with respect to registrations and applications to register Marks, Patents and Copyrights, respectively, acquired after the Effective Date.

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will createa valid, as of the applicable date, a valid and, and together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or and by a filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, ; it being understood that no actions described in each case other than as otherwise permitted by Section 3.9 hereof in respect of Collateral of the type described in clause (xiv) of Section 1.1(a) hereof shall be required to have been accomplished (and no representation or warranty with respect to same shall be required to be made pursuant to this AgreementSection 2.1) at any time prior to the Collateral Agent's request that such actions be taken in accordance with the provisions of such Section 3.9.

Necessary Filings. All Except for filings which are necessary to perfect the security interests created hereunder, which filings (to the extent that this representation or warranty is made or deemed made after the 10th day following the Initial Borrowing Date) have been made, all filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, subject to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignortime periods specified in Sections 3.9, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement4.6 and 5.6) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein (other than holders of Permitted Liens) and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession (other than the property described in Section 2.9, to the extent that the requirements of the second sentence of Section 2.9 are not applicable to such property) or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, in each case other than as otherwise permitted by this Agreement.

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the First-Lien Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as (or will be accomplished within 5 days after the Initial Borrowing Date or, with respect to Marks, Patents and Copyrights, within 30 days of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as date of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this AgreementInitial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, in each case other than or alternatively, as otherwise permitted by this Agreementif such Assignor is a Person which is not a Transmitting Utility.

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral or will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to within 10 Business Days from the date that is 60 days (hereof and upon such filings, registrations recordations or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and actions, the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein (other than Permitted Liens) and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a the filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto (as Annex L, M or N) in the United States Patent and Trademark Office or in the United States Copyright Office, in each as the case other than as otherwise permitted by this Agreementmay be.

Necessary Filings. All To the extent that the Collateral consists of the type of property in which a security interest may be perfected (i) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant United States jurisdiction or (ii) by possession (within the meaning of the UCC as in effect on the date hereof in the State of New York) or, solely with respect to, and to the extent required by the ABL Agent in accordance with the ABL Facility Documentation, Deposit Accounts and Securities Accounts, by control (within the meaning of the UCC as in effect on the date hereof in the State of New York), (a) all filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor Grantor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as or will be accomplished in accordance with the requirements hereof and of the Closing Date Credit Agreement and (yb) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, is a valid and, together with upon all such filings, registrations, recordings and other actions, perfected security interest therein prior to the rights of all other Persons therein (other than Permitted Liens) and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant United States jurisdiction to perfected security interestsinterests subject to bankruptcy, in each case insolvency and similar laws affecting the enforceability of creditors’ rights generally and to the extent that the Collateral consists general principles of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, in each case other than as otherwise permitted by this Agreementequity.

Necessary Filings. All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted case, within the time frames required by this Agreement) , and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof Restatement Effective Date in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Grant of Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office. Upon the actions taken under this Section 2.1, in each case such security interest will be prior to all other Liens of all other Persons (other than Liens permitted pursuant to clauses (i), (ii), (v), (viii), (xi), (xii), (xiii) and (xviii) of Section 9.01 of the Credit Agreement), and enforceable as otherwise permitted by this Agreementsuch as against all other Persons.

Necessary Filings. All filings, registrations, registrations and recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of all the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, constitutes a valid and, together with all such filings, registrations, recordings and other actions, perfected enforceable security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than except that the Collateral may be subject to Permitted Liens) and the Agent is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests; provided, in each case however, the Assignor will not, and will not permit any of its Subsidiaries to, nor shall any such Person allow any other Person to, file or record any assignment, Lien, security interest, encumbrance or other right, title or interest, of any Person, upon or with respect to any of the Proprietary Rights of the Assignor with the United States Patent and Trademark Office. Nothing herein shall be deemed or construed as an argument or admission that the Liens upon certain Proprietary Rights of the Assignor created pursuant to the extent Security Documents are impaired or unperfected nor shall this Agreement impair or prohibit the Company from asserting that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, in the respective form attached hereto in failure to record at the United States Patent and Trademark Office or results in the United States Copyright Office, in each case other than as otherwise permitted by this AgreementLiens upon such Proprietary Rights being unperfected.

Necessary Filings. All To the extent that the Collateral consists of the type of property in which a security interest may be perfected (i) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant United States jurisdiction, (ii) by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office or (iii) by possession (within the meaning of the UCC as in effect on the date hereof in the State of New York) or, solely with respect to promissory notes, certificated equity interests in the Borrower and its Restricted Subsidiaries and, to the extent required by the ABL Agent in accordance with the ABL Facility Documentation, Deposit Accounts and Securities Accounts, by control (within the meaning of the UCC as in effect on the date hereof in the State of New York), (a) all filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor Grantor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as or will be accomplished in accordance with the requirements hereof and of the Closing Date Credit Agreement and (yb) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create, as of the applicable date, is a valid and, together with upon all such filings, registrations, recordings and other actions, perfected security interest therein prior to the rights of all other Persons therein (other than Permitted Liens and subject to no other Liens (in each case, other than Permitted Liens)) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant United States jurisdiction to perfected security interestsinterests subject to bankruptcy, in each case insolvency and similar laws affecting the enforceability of creditors’ rights generally and to the extent that the Collateral consists general principles of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Copyright Security Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, in each case other than as otherwise permitted by this Agreementequity.