Common use of Necessary Perfection Action Clause in Contracts

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates a valid security interest and Lien upon such Grantor’s right, title and interest in and to the Collateral. Except to the extent perfection is not required hereunder, such security interest will be duly perfected (A) upon the filing of the UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection Certificate, (B) in Deposit Accounts upon the obtaining and maintenance of “control” (as described in the UCC as in effect on the date hereof in the State of New York) by the Collateral Agent (it being understood that, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, no “control” over any Excluded Deposit Accounts shall be required), (C) upon the recordation of a short form security agreement with respect to the U.S. registered intellectual property disclosed in Schedules 11(a) and 11(b) of the Perfection Certificate in the PTO or the United States Copyright Office, as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank. Upon the taking of the actions under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates is a valid security interest and Lien upon such Grantor’s right, title and interest in and to the Collateral. Except to the extent perfection is not required hereunder, such security interest will be duly perfected Upon (A) upon the filing of the UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection CertificateAnnex C, (B) in Deposit Accounts upon the obtaining and maintenance recordation of “control” (as described Annexes K - M in the UCC United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as in effect on the date hereof in case may be, and (C) the State of New York) receipt by the Collateral Agent of all instruments, chattel paper and certificated pledged Equity Interests constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, such security interest and Lien shall be perfected in all of the Collateral in which a security interest may be perfected by filing, recording or registering a UCC financing statement or analogous document in the United States (it being understood that, notwithstanding anything or any political subdivision thereof) and its territories and possessions pursuant to the contrary contained UCC or other applicable law in such jurisdictions and in which a security interest may be perfected upon the receipt and recording of this Agreement (or any other Credit Document, no “control” over any Excluded Deposit Accounts shall be required), (C) upon the recordation of a short form security agreement hereof) with respect to the U.S. registered intellectual property disclosed in Schedules 11(a) United States Patent and 11(b) of the Perfection Certificate in the PTO or Trademark Office, the United States Copyright Office, Office or the Canadian Intellectual Property Office as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property Recordable Intellectual Property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instruments, Chattel Paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank. Upon the taking of the actions taken under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and, subject to the ABL/Term Intercreditor Agreement and any Additional Intercreditor Agreement, enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates is a valid security interest and Lien upon such Grantor’s 's right, title and interest in and to the Collateral. Except to the extent perfection is not required hereunder, such security interest will be duly perfected Upon (A) upon the filing of the PPSA and UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection CertificateAnnexes A, B and C, (B) in Deposit Accounts upon the obtaining and maintenance recordation of “control” (as described Annex H in the UCC as in effect on the date hereof in the State of New York) by the Collateral Agent (it being understood thatCanadian Intellectual Property Office, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, no “control” over any Excluded Deposit Accounts shall be required), and (C) upon the recordation of a short form security agreement with respect to the U.S. registered intellectual property disclosed in Schedules 11(a) and 11(b) of the Perfection Certificate in the PTO or the United States Copyright Office, as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instrumentsinstruments, Chattel Paper chattel paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, such security interest and Lien shall be perfected in all of the Collateral in which a security interest may be perfected by filing, recording or registering a PPSA financing statement or analogous document in Canada (or any political subdivision thereof) and its territories and possessions pursuant to the PPSA or other applicable law in such jurisdictions and in which a security interest may be perfected upon the receipt and recording of this Agreement (or a short form hereof) with the Canadian Intellectual Property Office; provided, however, that additional filings may be necessary to perfect the Collateral Agent's security interest in, and Lien on, any Recordable Intellectual Property acquired after the date hereof. Upon the taking of the actions taken under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and, subject to the ABL/Term Intercreditor Agreement and any Additional Intercreditor Agreement, enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ ' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates a valid security interest and Lien upon such Grantor’s right, title and interest in and to the Collateral. Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the extent perfection is not United States government as required hereunderby law (if any), such security interest will be duly perfected (A) upon the filing of the UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection CertificateAnnex C, (B) in Deposit Accounts and the Cash Collateral Account upon the obtaining and maintenance of “control” (as described in the UCC as in effect on the date hereof in the State of New York) by the Collateral Agent (it being understood that, notwithstanding anything that the Grantors shall have no obligation to the contrary contained in this Agreement or any other Credit Document, no obtain “control” over any of the Excluded Deposit Accounts shall be requiredAccounts), (C) upon the recordation of a short form certain security agreement with respect to the U.S. interests of issued or applied-for Patents, registered intellectual property disclosed in Schedules 11(a) or applied-for Marks and 11(b) of the Perfection Certificate registered or applied-for Copyrights in the PTO United States Patent and Trademark Office or the United States Copyright Office, as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instrumentsinstruments, Chattel Paper chattel paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 constituting Collateral. Notwithstanding the foregoing, nothing in this Agreement shall require any Grantor to make any filing or take any action to record or perfect the Collateral Agent’s security interest in and Lien on any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property of Grantor outside the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankUnited States. Upon the taking of the actions taken under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates is a valid security interest and Lien upon such Grantor’s 's right, title and interest in and to the Collateral. Except to the extent perfection is not required hereunder, such security interest will be duly perfected Upon (A) upon the filing of the PPSA and UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection CertificateAnnexes A, B and C, (B) in Deposit Accounts upon the obtaining and maintenance recordation of “control” (as described Annex H in the UCC as in effect on the date hereof in the State of New York) by the Collateral Agent (it being understood thatCanadian Intellectual Property Office, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, no “control” over any Excluded Deposit Accounts shall be required), and (C) upon the recordation of a short form security agreement with respect to the U.S. registered intellectual property disclosed in Schedules 11(a) and 11(b) of the Perfection Certificate in the PTO or the United States Copyright Office, as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instrumentsinstruments, Chattel Paper chattel paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 of the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blank, such security interest and Lien shall be perfected in all of the Collateral in which a security interest may be perfected by filing, recording or registering a PPSA financing statement or analogous document in Canada (or any political subdivision thereof) and its territories and possessions pursuant to the PPSA or other applicable law in such jurisdictions and in which a security interest may be perfected upon the receipt and recording of this Agreement (or a short form hereof) with the Canadian Intellectual Property Office; provided, however, that additional filings may be necessary to perfect the Collateral Agent's security interest in, and Lien on, any Recordable Intellectual Property acquired after the date hereof. Upon the taking of the actions taken under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and, subject to the ABL/Term Intercreditor Agreement and any Additional Intercreditor Agreement, enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited Page by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ ' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.

Necessary Perfection Action. The security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral for the benefit of the Collateral Agent and the Secured Creditors creates a valid security interest and Lien upon such Grantor’s right, title and interest in and to the Collateral. Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the extent perfection is not United States government as required hereunderby law (if any), such security interest will be duly perfected (A) upon the filing of the UCC financing statements delivered to the Collateral Agent for filing in the appropriate jurisdictions set forth on Schedule 6 of the Perfection CertificateAnnex C, (B) in Deposit Accounts and the Cash Collateral Account upon the obtaining and maintenance of “control” (as described in the UCC as in effect on the date hereof in the State of New York) by the Collateral Agent (it being understood that, notwithstanding anything that the Grantors shall have no obligation to the contrary contained in this Agreement or any other Credit Document, no obtain “control” over any of the Excluded Deposit Accounts shall be requiredAccounts), (C) upon the recordation of a short form the Corrective IP Filings and certain security agreement with respect to the U.S. interests of issued or applied-for Patents, registered intellectual property disclosed in Schedules 11(a) or applied-for Marks and 11(b) of the Perfection Certificate registered or applied-for Copyrights in the PTO United States Patent and Trademark Office or the United States Copyright Office, as the case may be; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in, and Lien on, any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property acquired after the date hereof, and (D) upon the receipt by the Collateral Agent of all Instrumentsinstruments, Chattel Paper chattel paper and certificated pledged Equity Interests that constitute “securities” governed by Article 8 constituting Collateral. Notwithstanding the foregoing, nothing in this Agreement shall require any Grantor to make any filing or take any action to record or perfect the Collateral Agent’s security interest in and Lien on any Patents, Marks, Copyrights, Domain Names, Trade Secret Rights and other intellectual property of Grantor outside the UCC, in each case constituting Collateral in suitable form for transfer by delivery or accompanied by instruments of transfer or assignment duly executed in blankUnited States. Upon the taking of the actions taken under this Section 2.1, such security interest will be superior to and prior to all other Liens of all other Persons (other than Permitted Liens), and enforceable as such as against all other Persons (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) other than Ordinary Course Transferees.