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 First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (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 date of the Initial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates 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 (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 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utility.

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 First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished within 5 days after subject to the Initial Borrowing Date ortime periods specified in Sections 3.9, with respect to Marks, Patents 4.6 and Copyrights, within 30 days of the date of the Initial Borrowing Date5.6) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates 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 (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 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if 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 First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished within 5 days after the Initial Borrowing Date or, with respect to Marks, Patents and Copyrights, within 30 days of 10 Business Days from the date of the Initial Borrowing Date) hereof and upon such filings, registrations recordations or other actions, the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates 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 (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 Grant of Security 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utilitythe case may be.

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 in respect of the Collateral have been accomplished (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 date of the Initial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates 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 (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 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), i) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or 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. Each Assignor hereby authorizes Office or (iii) by possession (within the First-Lien 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 to create, preserve and perfect the security interest granted by such Grantor to the Collateral Agent hereby in respect of the Collateral have been accomplished or will be accomplished in accordance with the requirements hereof and of the Credit Agreement and (b) the security interest granted to make duplicate filings as if such Assignor the Collateral Agent pursuant to this Agreement in and to the Collateral is a Transmitting Utilityvalid and, 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 (other than Permitted Liens)) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or alternativelyother relevant law as enacted in any relevant United States jurisdiction to perfected security interests subject to bankruptcy, as if such Assignor is a Person which is not a Transmitting Utilityinsolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

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 First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished within 5 days after immediately following the Initial Borrowing Date or, with respect to Marks, Patents and Copyrights, within 30 days of the date of the Initial Borrowing Effective Date) and the security interest interests granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates a create valid and, together with all such filings, registrations, recordings and other actions, a 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 (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 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utilityapplicable; provided, however, that subsequent filings of Grants of Security Interests in the respective forms attached hereto as Annexes 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 First-Lien 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 will be accomplished within 5 days such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Initial Borrowing Closing Date or, with respect to Marks, Patents and Copyrights, within 30 days of the date of the Initial Borrowing Date(in each case other than as permitted by this Agreement) 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 Grant of Copyright Security Interest 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings , in each case other than as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utilityotherwise permitted by this Agreement.

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 First-Lien Collateral Agent hereby in respect of all the Collateral have been accomplished (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 date of the Initial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates constitutes a valid and, together with all such filings, registrations, recordings and other actions, a perfected enforceable security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens (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 Grant of Security Interest 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if Liens upon such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting UtilityProprietary Rights being unperfected.

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 in respect of the Collateral have been accomplished (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 date of the Initial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates a valid andvalid, 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 (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 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. Each Assignor hereby authorizes ; it being understood that no actions described in Section 3.9 hereof in respect of Collateral of the First-Lien 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 Section 2.1) at any time prior to the Collateral Agent to make duplicate filings as if Agent's request that such Assignor is a Transmitting Utility, or alternatively, as if actions be taken in accordance with the provisions of such Assignor is a Person which is not a Transmitting UtilitySection 3.9.

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 First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished within 5 days after in accordance with the Initial Borrowing Date or, with respect to Marks, Patents requirements hereof and Copyrights, within 30 days of the date of the Initial Borrowing DateCredit Agreement and (b) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates is a valid and, together with upon 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 (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 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utilityequity.

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 in respect of the Collateral have been accomplished (or will be accomplished within 5 days after the Initial Borrowing Date oraccomplished, with respect to Marks, Patents and Copyrightsin each case, within 30 days of the date of the Initial Borrowing Date) time frames required by this Agreement, and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates 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 (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 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. Each Assignor hereby authorizes Upon the First-Lien Collateral Agent actions taken under this Section 2.1, such security interest will be prior to make duplicate filings 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 if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utilityagainst all other Persons.