Common use of Status of Security Interest Clause in Contracts

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens); (c) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral as “all assets of the debtor, whether now existing or hereafter arising” in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)hereof, the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in any such jurisdiction will constitute a validvalid and perfected security interest, perfected, first priority Lien subject in the case of priority only, prior to any other Lien on such Collateral other than any Permitted Liens with respect to CollateralLiens. Each agreement purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses pursuant to the Intellectual Property Security Agreements in the applicable intellectual property registries, including but not limited to the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority First Priority Liens (subject, in the case of priority only, United States with respect to the Intellectual Property identified in the schedules to such Intellectual Property Security Agreements (subject to Permitted Liens);; and (c) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (aSection 5.4(a) above and or (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (a) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Administrative Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Administrative Agent in all Collateral that can be perfected by the filing in any filing office of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction UCC will constitute a valid, perfected, first priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Collateral Administrative Agent Control over any Collateral is effective to establish the Collateral Administrative Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Administrative Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens)) with respect to Patents, Trademarks and Copyrights registered or applied for in the United States; (c) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i1) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Administrative Agent hereunder or (ii1) the exercise by Collateral Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A1) for the filings contemplated by clause clauses (a) and (b) above and (B1) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and (d) each Grantor is in compliance with its obligations under Section 4 hereof.

Status of Security Interest. (ai) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Administrative Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Administrative Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first first-priority Lien subject subject, in the case of priority only, to any Permitted Liens with respect to Collateral. Each the Collateral and (ii) each agreement purporting to give the Collateral Administrative Agent Control over any Collateral is effective to establish the Collateral Administrative Agent’s Control of the Collateral subject thereto; (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens); (c) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Administrative Agent hereunder or (ii) the exercise by Collateral the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable lawApplicable Law), except (A) for the filings contemplated by clause (aSection 5.4(a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and (dc) each Grantor is in compliance with its obligations under Section 4 hereof4.