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 Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreementsregistrations and recordings necessary and appropriate to create, instruments preserve, protect, publish notice of and other documents necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations 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) 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 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor 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 uncertificated Pledged Securities 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 which a security interest cannot be perfected by taking connection with the Collateral as the Collateral Agent may reasonably request, all applicable actions 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 other actions offices (including, without limitation, the delivery or filing 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 financing, statements, agreements instruments or the Intercreditor Agreement and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under hereunder, as against the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II (which, in the case of all financing statements, agreements, instruments filings and other documents necessary referred to perfect the security interest granted by it to the Collateral Agent in respect of 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 (includingon said Schedule, 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 or will be delivered to the Collateral Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in all of the Collateral as of the date hereof in favor of the Agent, for filing the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in each governmental, municipal or other office specified in Schedule 7 accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to the Perfection Certificatepurchase any Collateral from such Grantor. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected security interest having the priority required by the Credit Agreement and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Encumbrances and subject to the rights of the Grantors to dispose of the Collateral to the extent permitted under the Loan Documents), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the written request of the 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 Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC and such (or other actions (includingapplicable Laws) and, without limitationto the extent applicable, the execution and delivery or filing of financingControl Agreements, statements, agreements instruments or other documents) all in form reasonably satisfactory to the Agent and in such offices as the Agent 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 only to Permitted Collateral Liensrequest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statementsUCC Financing Statements or other appropriate filings, agreements, instruments and other documents necessary to perfect the security interest granted by it to recordings or registrations containing a description of the Collateral Agent in respect of 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 SecuritiesUCC Financing Statements identified on SCHEDULE II hereto) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing will be timely filed in each governmental, municipal or other office specified in Schedule 7 the United States (or any political subdivision thereof) as is necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and no further or subsequent filing, refiling, recording, rerecording, registration or re-registration is necessary in any such jurisdiction, except as provided under applicable Law with respect to the Perfection Certificatefiling of continuation statements or as a result of any change in a Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the UCC, filings previously made have become misleading or ineffective in whole or in part. Each Pledgor Grantor agrees that that, at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected security interest having the priority set forth in the Intercreditor Agreement and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions with respect to Permitted Liens), and (ii) 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 deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) in effect in any United States 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 other actions offices (including, without limitation, the delivery or filing of financingUSPTO and the USCO) wherever required by applicable Law to perfect, statementscontinue and maintain a valid, agreements instruments or enforceable security interest in the Collateral as provided herein and to preserve the other documents) as may have been reasonably requested by rights and interests granted to the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) hereunder, as a perfected First Priority security interest subject only against third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor Grantor represents and warrants that all financing statementsthe only filings, agreements, instruments registrations and other documents recordings necessary to perfect the security interest granted by it each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a the security interest cannot may be perfected by taking such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all applicable actions under the UCC such filings, registrations 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) 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 7 to the Perfection CertificateII. Each Pledgor Grantor agrees that at the sole cost and expense of the PledgorsGrantors, (i) such Pledgor Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than uncertificated Pledged Securities with respect to Permitted Liens), (ii) such Grantor shall furnish to the Agent from time to time such other reports in which a security interest cannot be perfected by taking connection with the Collateral as the Agent may reasonably request, all applicable actions in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the 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 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 United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such other actions offices (including, without limitation, the delivery or filing 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 (subject to Permitted Liens having priority under applicable Law and the Liens of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the ABL Collateral Agent in order the ABL Priority Collateral as provided herein) and to perfect such security interest under preserve the local laws of other rights and interests granted to the jurisdiction of Agent hereunder, as against the issuer of such Pledged Securities) as a perfected First Priority security interest subject only Grantors and third parties (other than with respect to Permitted Collateral Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions filing under the UCC UCC, and such other actions (including, without limitation, the delivery or filing of financing, financing statements, agreements 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 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 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 only to Permitted Encumbrances (other than any Pledged Collateral Liensthe cost of which the Collateral Agent reasonably determines, in its sole discretion, outweighs the benefit of obtaining such perfection).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions filing under the UCC UCC, and such other actions (including, without limitation, the delivery or filing of financing, financing statements, agreements 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 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 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 only to Permitted Encumbrances (other than any Pledged Collateral Liensthe cost of which the Collateral Agent reasonably determines, in its sole discretion, outweighs the benefit of obtaining such perfection).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 7 6 to the Perfection Certificate. The Collateral Agent will have no duty or obligation to make any of the filings provided to it under this Section 3.3. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected (other than uncertificated Pledged Securities in which a x) second priority security interest cannot be perfected by taking all in the Non-ABL Priority Collateral (subject to Permitted Liens having priority under applicable actions under law and the UCC and such other actions (including, without limitation, Liens of the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the First-Priority Collateral Agent in order to perfect such the Non-ABL Priority Collateral) and (y) third priority security interest in the ABL Priority Collateral (subject to Permitted Liens having priority under applicable law and the local laws Liens of the jurisdiction ABL Facility Collateral Agent and the First-Priority Collateral Agent in the ABL Priority Collateral) and file all UCC-3 continuations statements necessary to continue the perfection of the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral Lienscreated by this Agreement.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that that, except for the actions described in Schedule 5.16 to the Credit Agreement during the time prior to which such actions are required to be taken pursuant thereto, all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 on Schedule 2 (in Schedule 7 the case of the Intellectual Property Collateral, to the Perfection Certificateextent a security interest therein can be perfected by the filing of such financing statement, agreement, instrument or other document); provided, however, that the Pledgors shall not be required to perfect any security interest by filing in offices outside the United States. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 first priority security interest subject only to Permitted Collateral Liens; provided, however, that the Pledgor will not be required to take any action beyond that required pursuant to Section 2.2 in connection with any continuation statements required to be filed in order to avoid the lapsing of a UCC financing statement pursuant to Section 9-515 of the UCC.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 7 to the Perfection Certificate. Each Pledgor agrees that that, at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which as a perfected, continuing security interest cannot be perfected by taking all therein (subject to any applicable actions under the UCC provisions set forth in this Agreement with respect to limitations on perfections of Liens on Pledged Collateral and such other actions to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) at any time and from time to time, upon the delivery written request of Collateral Agent, such Pledgor shall promptly and, to the extent necessary or appropriate, duly execute and deliver such further financing statements, assignments, instruments and documents and take such further action as Collateral Agent may reasonably request 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 financing, statements, agreements instruments any financing or continuation statement under the Uniform Commercial Code (or other documentssimilar laws) as may have been in effect in any United States jurisdiction with respect to the security interest created hereby, all in form reasonably requested by the satisfactory to Collateral Agent and in order such United States offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect such perfect, continue and maintain a valid, enforceable, first priority security interest under in the local laws of Pledged Collateral as provided herein and to preserve the jurisdiction of other rights and interests granted to Collateral Agent hereunder, as against third parties, with respect to the issuer of such Pledged Securities) as a perfected First Priority security interest subject only to Permitted Collateral LiensCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 7 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 first priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Administrative Agent in respect of 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 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 7 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 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 first priority security interest subject only to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of 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) 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 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this 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 first priority security interest subject only to Permitted Liens. Notwithstanding anything to the contrary contained herein, the security interest granted to the Collateral LiensAgent with respect to Money, Deposit Accounts and Fixtures of the Pledgors shall not be, and are not required under the Secured Agreements to be, perfected or maintained on a first priority (or any priority) basis, except to the extent such perfection or priority may be obtained by the filing of a financing statement with the Secretary of State of the state of incorporation, formation or organization of the applicable Pledgor, and any representation, warranty or other covenant contained that is made or construed herein as to provide for such perfection or priority shall be deemed not to have been made or agreed with respect thereto.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Notes Collateral Agent in respect of the Pledged Collateral, to the extent that such Collateral (other than uncertificated Pledged Securities in which a security interest cannot may be perfected by taking all applicable actions under (x) filing, recording or registering a financing statement in the UCC and such other actions United States (including, without limitation, or any political subdivision thereof) pursuant to the delivery or filing of financing, statements, agreements instruments Uniform Commercial Code or other documentsapplicable law in such jurisdictions or (y) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws receipt and recording of the jurisdiction 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 such certificates of title, (ii) Deposit Accounts, (iii) Intellectual Property registered outside of the issuer United States and (iv) Collateral the perfection of which is to occur after the Issue Date as provided herein or in the Indenture (but only until such Pledged Securities) time as such perfection is required hereunder or thereunder), 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 7 to the Perfection Certificateoffice. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain 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 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 only to Permitted Collateral Liensinterest.