Common use of Perfected Liens Clause in Contracts

Perfected Liens. (a) The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof (except to the extent otherwise permitted herein and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and are and will be prior to all other Liens on such Collateral, except for Liens which have priority as permitted by the Credit Agreement, the Loan Documents or by operation of law; provided, that additional filings with the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the date hereof and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings and registrations. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such said Schedule, have been delivered to the Collateral Administrative Agent in completed and, where required, and duly executed form)) and, in the case of Vehicles, Section 6.9, will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the terms hereof (except to the extent otherwise permitted herein and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are and will be prior to all other Liens on such Collateral, the Collateral in existence on the date hereof except for (i) unrecorded Liens which have priority as permitted by the Credit Agreement, Agreement which have priority over the Loan Documents or Liens on the Collateral by operation of lawlaw and (ii) in the case of Collateral other than Pledged Stock, Permitted Liens; provided, however, that additional filings with in the PTO United States Patent and Trademark Office and United States Copyright Office may be required necessary with respect to the perfection of the Collateral Administrative Agent’s Lien on registered and applied-for in United States Patents, registrations and applications for Trademarks, Patents and CopyrightsCopyrights which are filed by, as applicableissued to, or acquired by Grantors any Grantor after the date hereof and and, provided, further, that additional filings and/or other actions may be required to perfect the perfection of the Collateral Administrative Agent’s Lien on in Intellectual Property established Collateral which is created under the laws of jurisdictions a jurisdiction outside the United States may and, provided, further, no Grantor shall be subject required to additional filings and registrations. (b) Each Grantor consents to the grant by each other Grantor of perfect the security interests granted hereby and the transfer pursuant to this Agreement (other than with respect to any Collateral Account) by means of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance delivery of an Event of Default and to the substitution agreement granting “control” (as defined in Article 8 of the Collateral Agent New York UCC) over any Deposit Account or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented therebySecurities Account.

Perfected Liens. (a) Each financing statement naming any Grantor as a debtor, assuming it is in the form shown to, and approved by, Grantor and its counsel, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 Agreement, (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will a) constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the ratable benefit of itself and the Secured PartiesLenders, as collateral security for the Secured Obligations, enforceable and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have been filed in accordance with the terms hereof (except offices specified in Schedule 3.6, such Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent otherwise permitted herein and except as enforceability that a security interest therein may be limited perfected by applicable bankruptcyfiling pursuant to the UCC, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and are and will be prior to all other Liens on such Collateral, and rights of others therein except for Liens which have priority as permitted by the Credit AgreementPermitted Liens; (2) when any security agreement with respect to registered Patents, the Loan Documents or by operation of law; provided, that additional filings Trademarks and/or Copyrights has been filed with the PTO United States Patent and Trademark Office or the United States Copyright Office Office, as the case may be required with respect be, such Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to the perfection all other Liens and rights of others therein except for Permitted Liens; and (3) when any control agreement has been executed and delivered to the Collateral Agent’s Lien on registered , such Security Interests will constitute perfected security interests in all right, title and applied-for United States Patents, Trademarks, interest of the Grantors in the Deposit Accounts (other than Excluded Deposit Accounts) and CopyrightsSecurities Accounts, as applicable, acquired by Grantors after the date hereof and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings such control agreement, prior to all other Liens and registrationsrights of others therein and subject to no adverse claims except for Permitted Liens. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected Liens. (a) Each financing statement naming such Grantor as a debtor and that is attached to this Agreement as Exhibit A, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will a) constitute valid perfected and enforceable security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, Purchaser as collateral security for the Secured Obligations, enforceable and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have been filed in accordance with the terms hereof (except offices specified in Schedule 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent otherwise permitted herein and except as enforceability that a security interest therein may be limited perfected by applicable bankruptcyfiling pursuant to the UCC, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and are and will be prior to all other Liens on such Collateral, and rights of others therein except for Liens which have priority as permitted by Permitted Liens; and (2) when each Intellectual Property Security Agreement has been filed with the Credit Agreementapplicable Governmental Authority, the Loan Documents or by operation Security Interests will constitute perfected security interests in all right, title and interest of law; provided, such Grantor in the Intellectual Property therein described to the extent that additional filings with the PTO and United States Copyright Office a security interest therein may be required perfected by filing with respect such Governmental Authority, prior to all other Liens and rights of others therein except for Permitted Liens; and (3) when each control agreement has been executed and delivered to the perfection Purchaser, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral Agent’s Lien on registered Deposit Accounts and applied-for United States Patents, Trademarks, and CopyrightsSecurities Accounts, as applicable, acquired by Grantors after subject thereto to the date hereof and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States extent that a security interest therein may be perfected by such control agreement, prior to all other Liens and rights of others therein and subject to additional filings and registrationsno adverse claims except for Permitted Liens. (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected Liens. (a) The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will a) constitute valid and continuing perfected (other than with respect to unperfected liens permitted under Section 4.12) security interests in all of the Collateral Collateral, in favor of the Collateral Agent, for the benefit of the Secured PartiesParties having the respective priorities set forth in Section 2, as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof hereof, for which a security interest may be perfected by the filing of a financing statement under the UCC or filing with the United States Copyright Office or filing with the United States Patent and Trademark Office upon (except i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings, (ii) the Delivery to the extent otherwise permitted herein Collateral Agent (or its agent or bailee) of all Collateral consisting of Portfolio Investments, (iii) the execution of Securities Account Control Agreements with respect to all Securities Accounts of a Grantor constituting Collateral, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting (v) all appropriate filings having been made with the enforcement of creditors’ rights generally United States Copyright Office and/or the United States Patent and by general equitable principles Trademark Office and (whether enforcement is sought by proceedings in equity or at law)b) against all creditors of such Grantor and are and will be prior to all other Liens on such Collateral, the Collateral in existence on the date hereof except for Liens which have priority as permitted by the Credit Agreement, Secured Instruments that have priority over the Loan Documents or Liens on the Collateral by operation of law; provided, that additional filings with law (and in the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the date hereof and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings and registrations. (b) Each Grantor consents to the grant by each other Grantor case of the security interests interest granted hereby and pursuant to Section 2.1(b), prior to all such other Liens other than the transfer of any Capital Stock or Investment Property to Lien in such Collateral for the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution benefit of the Collateral Agent or its designee or Noteholder Related Secured Parties, and in the purchaser upon any foreclosure sale as the holder and beneficial owner case of the security interest represented therebygranted pursuant to Section 2.2(b), prior to all such other Liens other than the Lien in such Collateral for the benefit of the Credit Facility Secured Parties).

Perfected Liens. (a) The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 3 5 to the Perfection Certificate (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof (except to the extent otherwise permitted herein and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and are and will be prior to all other Liens on such Collateral, except for Liens which have priority as permitted by the Credit Agreement, the Loan Documents or by operation of law; provided, that additional filings with the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the date hereof and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings and registrations.13 (b) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent or its designee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.