Common use of Financing Statements and Other Filings; Maintenance of Perfected Security Interest Clause in Contracts

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Officedelivery or filing of financing, statements, agreements instruments or other documents) wherever required as may have been reasonably requested by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as against the Grantors and third parties (other than with respect a perfected First Priority security interest subject only to Permitted Encumbrances), with respect to the CollateralCollateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents in which a security interest may be perfected by filing under the UCC, and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing statements, agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of any issuer of such Pledged Securities, have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the United States Copyright Office) wherever required by applicable Law Collateral Agent in each case order to perfect, continue and maintain a valid, enforceable, first priority perfect such security interest in under the Collateral local laws of the jurisdiction of the issuer of such Pledged Securities) as provided herein (a perfected First Priority security interest subject only to Permitted Encumbrances having priority under applicable Law) and according to (other than any Pledged Collateral the terms cost of the Intercreditor Agreement and to preserve the other rights and interests granted to which the Collateral Agent hereunderreasonably determines, as against in its sole discretion, outweighs the Grantors and third parties (other than with respect to Permitted Encumbrancesbenefit of obtaining such perfection), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only The UCC financing statements (including fixture filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted ) prepared by each Grantor to the Collateral Agent (for based upon the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered information provided to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form Perfection Certificate for filing (and which UCC financing statements the Pledgors have been given an opportunity to review prior to filing) in each governmental, municipal or other office specified in Schedule II6 of this Agreement (or specified by notice from the applicable Pledgor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), and the filings required to be made pursuant to the last sentence of this Section 3.3 in the United States Patent and Trademark Office or United States Copyright Office in order to perfect the security interest in Pledged Collateral consisting of Patents, Trademarks and Copyrights, are all the filings, recordings and registrations necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all Pledged Collateral in which a security interest may be perfected by such filings, recordings or registrations. Each Grantor Pledgor represents and warrants that, as of the Closing Date, an appropriate Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement, as applicable, containing a description of all Intellectual Property Collateral consisting of Patents (and Patents for which applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) or registered Copyrights (and Copyrights for which registration applications are pending), as applicable, have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office or United States Copyright Office. Each Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralLiens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents in which a security interest may be perfected by filing under the UCC, and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing statements, agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of any Pledged Securities, have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the United States Copyright Office) wherever required by applicable Law Collateral Agent in each case order to perfect, continue and maintain a valid, enforceable, first priority perfect such security interest in under the Collateral local laws of the jurisdiction of the issuer of such Pledged Securities) as provided herein (a perfected First Priority security interest subject only to Permitted Encumbrances having priority under applicable Law) and according to (other than any Pledged Collateral the terms cost of the Intercreditor Agreement and to preserve the other rights and interests granted to which the Collateral Agent hereunderreasonably determines, as against in its sole discretion, outweighs the Grantors and third parties (other than with respect to Permitted Encumbrancesbenefit of obtaining such perfection), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iiiii) unless constituting an Excluded Perfection Action, at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (1) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and (2) except in the case of ULC Shares, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsPledgor agrees that, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority perfected, continuing security interest therein (subject to the Intercreditor any applicable provisions set forth in this Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbranceslimitations on perfections of Liens on Pledged Collateral and to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and and, to the extent necessary or appropriate, duly execute and deliver, and file and have recorded, deliver such further financing statements, assignments, instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such United States offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.. LA\3881692.2

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Administrative Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralLiens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsPledgor agrees that, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority perfected, continuing security interest therein (subject to the Intercreditor any applicable provisions set forth in this Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbranceslimitations on perfections of Liens on Pledged Collateral and to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and and, to the extent necessary or appropriate, duly execute and deliver, and file and have recorded, deliver such further financing statements, assignments, instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such United States offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.. SECTION 3.4

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralLiens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Notes Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral, to the extent that such Collateral are listed may be perfected by (x) filing, recording or registering a financing statement in the United States (or any political subdivision thereof) pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions or (y) the receipt and recording of the Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and in each case other than (i) with respect to Collateral subject to any certificate of title statute, notations of Notes Collateral Agent’s Lien on Schedule II hereto. Each Grantor represents such certificates of title, (ii) Deposit Accounts, (iii) Intellectual Property registered outside of the United States and warrants that all (iv) Collateral the perfection of which is to occur after the Issue Date as provided herein or in the Indenture (but only until such filingstime as such perfection is required hereunder or thereunder), registrations and recordings have been delivered to the Notes Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing and, where necessary or appropriate, filed in each the applicable governmental, municipal or other office specified in Schedule IIoffice. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor will maintain Pledgor will, to the extent consistent with any Junior Lien Priority Intercreditor Agreement, take such actions as are reasonably necessary or reasonably requested by the Notes Collateral Agent to maintain, subject to the provisions of the Indenture, the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateralinterest.