Common use of Perfected Liens Clause in Contracts

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.3. The security interests Security Interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b): (1) are when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.3, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral and rights of others therein except for Permitted Liens; (2) when each Copyright security agreement has been filed with the United States Copyright Office, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens permitted and rights of others therein except for Permitted Liens; and (3) when each control agreement has been duly executed by the Credit Agreement which have priority over applicable depository bank or Securities Intermediary (as applicable) and delivered to the Liens Administrative Agent, the Security Interests will constitute perfected security interests in all right, title and interest of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and Grantors in the case of Collateral Deposit Accounts (other than Pledged Collateralthe Excluded Deposit Accounts) and Securities Accounts, as applicable, subject thereto, prior to all other Liens permitted by Section 7.3 and rights of the Credit Agreement which are non-consensual permitted others therein and subject to no adverse claims except for Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) constitute valid and continuing perfected (other than with respect to unperfected liens permitted under Sections 4.7 and 4.12) security interests in all of the Collateral, in favor of the Collateral Trustee, for the benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, for which a security interest may be perfected by the filing of a financing statement under the UCC or filing with the United States Copyright Office or filing with the United States Patent and Trademark Office upon (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted UCC, the completion of such filings, (ii) the delivery to the Collateral Trustee (or its agent or bailee) of all Collateral consisting of Instruments and Certificated Securities, in any relevant jurisdiction each case properly endorsed for transfer to the Collateral Trustee or by a filing in blank, (iii) the execution of Securities Account Control Agreements with respect to all Securities Accounts of a Patent Security AgreementGrantor constituting Collateral, Trademark Security Agreement or (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and (v) all appropriate filings having been made with the United States Copyright Security Agreement in Office and/or the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which Secured Instruments that have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (i) upon whether enforcement is sought in proceedings in equity or at law). Upon completion of the filings and other actions specified on Schedule 3 4 hereto (which, in the case of all filings and other documents referred to on said ScheduleSchedule to be made under the New York UCC on the Closing Date (other than filings and documents permitted to be delivered after the Closing Date pursuant to Schedule 5.09(d) of the Credit Agreement), have been delivered to the Administrative Collateral Agent in completed and and, where required, duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the US Grantor Collateral (other than any Collateral for which perfection is not required pursuant to Section 4 or for which perfection is permitted to be completed after the Closing Date pursuant to Section 5.09(d) of the Credit Agreement) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for each US Grantor’s Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02 of the Secured ObligationsCredit Agreement), enforceable in accordance with the terms hereof against any all creditors of any such US Grantor and any Persons purporting to purchase any Collateral from such US Grantor, to the extent the security interest therein may be perfected by filing, recording or registration in the United States pursuant to the Uniform Commercial Code of any applicable jurisdiction or, in the case of the Intellectual Property of the US Grantors referred to in Section 3.6, by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office; provided, however, that additional filings in the United States Patent and Trademark Office and the United States Copyright Office may be required in connection with registered and applied for Trademarks, Patents and Copyrights constituting Collateral which are acquired after the date hereof. When certificates representing the Pledged Stock (with respect to any Grantor) or promissory notes representing the Pledged Notes (solely with respect to any US Grantor), and (b) as applicable, are prior delivered to all other Liens on the Collateral except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on (together with transfer powers or endorsements executed in blank), the Collateral Agent (for the ratable benefit of the Secured Parties) by operation of lawwill have a fully perfected Lien on, and security interest in, all right, title and interest of each applicable Grantor in the Collateral as collateral security for the Obligations to the extent perfection in such Collateral (and the proceeds thereof) may be obtained by possession of such certificates and/or promissory notes, in the case of Collateral the Pledged Stock and the Pledged Notes, in each case prior and superior in right to any other than Pledged Collateral, Person (except Liens permitted by Section 7.3 6.02 of the Credit Agreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leasesAgreement).

Perfected Liens. Each financing statement naming such Grantor as a debtor and that is attached to this Agreement as Exhibit A, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, Purchaser as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b): (1) are when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral and rights of others therein except for Liens permitted by Permitted Liens; and (2) when each Intellectual Property Security Agreement has been filed with the Credit Agreement which have priority over applicable Governmental Authority, the Liens Security Interests will constitute perfected security interests in all right, title and interest of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and such Grantor in the case Intellectual Property therein described to the extent that a security interest therein may be perfected by filing with such Governmental Authority, prior to all other Liens and rights of Collateral others therein except for Permitted Liens; and (3) when each control agreement has been executed and delivered to the Purchaser, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Deposit Accounts and Securities Accounts, as applicable, subject thereto to the extent that a security interest therein may be perfected by such control agreement, prior to all other than Pledged Collateral, Liens permitted by Section 7.3 and rights of the Credit Agreement which are non-consensual permitted others therein and subject to no adverse claims except for Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) constitute valid and continuing perfected (other than with respect to unperfected liens permitted under Section 4.12) security interests in all of the Collateral, in favor of the Collateral Agent, for the benefit of the Secured Parties having the respective priorities set forth in Section 2, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, for which a security interest may be perfected by the filing of a financing statement under the UCC or filing with the United States Copyright Office or filing with the United States Patent and Trademark Office upon (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction UCC, the completion of such filings, (ii) the Delivery to the Collateral Agent (or by a filing its agent or bailee) of all Collateral consisting of Portfolio Investments, (iii) the execution of Securities Account Control Agreements with respect to all Securities Accounts of a Patent Security AgreementGrantor constituting Collateral, Trademark Security Agreement or (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and (v) all appropriate filings having been made with the United States Copyright Security Agreement in Office and/or the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which Secured Instruments that have priority over the Liens of the Administrative Agent on the Collateral by operation of law (and in the case of the security interest granted pursuant to Section 2.1(b), prior to all such other Liens other than the Lien in such Collateral for the ratable benefit of the Noteholder Related Secured Parties) by operation of law, and in the case of Collateral the security interest granted pursuant to Section 2.2(b), prior to all such other Liens other than Pledged Collateral, Liens permitted by Section 7.3 the Lien in such Collateral for the benefit of the Credit Agreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leasesFacility Secured Parties).

Perfected Liens. (a) The security interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 2 (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Administrative Agent Collateral Trustee in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute separate and distinct valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral (other than (x) Inventory and Equipment constituting Collateral maintained at locations where there is (i) less than $20,000 aggregate book value of Inventory and Equipment maintained at each such location and (ii) an aggregate book value, as to all Inventory and Equipment maintained at such locations, not to exceed $200,000 and (y) Vehicles) in favor of (i) the Administrative AgentCollateral Trustee, for the ratable benefit of the holders of the First Priority Secured PartiesObligations, (ii) the Collateral Trustee, for the benefit of the holders of the Second Priority Secured Obligations, (iii) the Collateral Trustee, for the benefit of the holders of the Third Priority Secured Debt Obligations, and (iv) the Collateral Trustee, for the benefit of the holders of the Third Priority Secured Surety Bond Obligations, as collateral security for the such Obligor's Secured Obligations, enforceable in accordance with the terms hereof against any all creditors of any Grantor such Obligor and any Persons purporting to purchase any Collateral from any Grantor, such Obligor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (x) in the case of the Corporate Collateral, Liens permitted by created pursuant to the New Credit Agreement Facility Documents, (y) Liens listed on Schedule 7 and (z) Permitted Liens which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law. Except as set forth in Schedule 7, and in such Obligor has not granted any consensual Liens on the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement which are non-consensual permitted Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. Each financing statement naming any Grantor as a debtor, assuming it is in the form shown to, and approved by, Grantor and its counsel, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted to the Administrative Agent pursuant to this Agreement Agreement, (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of itself and the Secured PartiesLenders, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b): (1) are when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, such Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (2) when any security agreement with respect to registered Patents, Trademarks and/or Copyrights has been filed with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, such Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (3) when any control agreement has been executed and delivered to the Collateral Agent, such Security Interests will constitute perfected security interests in all right, title and interest of the Grantors in the Deposit Accounts (other than Excluded Deposit Accounts) and Securities Accounts, as applicable, subject to such control agreement, prior to all other Liens and rights of others therein and subject to no adverse claims except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement which are non-consensual permitted Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) constitute valid and continuing perfected (other than with respect to unperfected liens permitted under Sections 4.7 and 4.12) security interests in all of the Collateral, in favor of the Collateral Agent, for the benefit of the Secured Parties having the respective priorities set forth in Section 2, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, for which a security interest may be perfected by the filing of a financing statement under the UCC or filing with the United States Copyright Office or filing with the United States Patent and Trademark Office upon (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction UCC, the completion of such filings, (ii) the Delivery to the Collateral Agent (or by a filing its agent or bailee) of all Collateral consisting of Portfolio Investments, (iii) the execution of Securities Account Control Agreements with respect to all Securities Accounts of a Patent Security AgreementGrantor constituting Collateral, Trademark Security Agreement or (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and (v) all appropriate filings having been made with the United States Copyright Security Agreement in Office and/or the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which Secured Instruments that have priority over the Liens of the Administrative Agent on the Collateral by operation of law (and in the case of the security interest granted pursuant to Section 2.1(b), prior to all such other Liens other than the Lien in such Collateral for the ratable benefit of the Secured Term Loan Parties) by operation of law, and in the case of Collateral the security interest granted pursuant to Section 2.2(b), prior to all such other Liens other than Pledged Collateral, Liens permitted by Section 7.3 the Lien in such Collateral for the benefit of the Credit Agreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leasesSecured Revolver Parties).

Perfected Liens. Each financing statement naming such Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 4.6. The security interests Security Interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid and enforceable perfected Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of itself and the Secured Partiesother Holders, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b): (1) are when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 4.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (2) when each Intellectual Property Security Agreement has been filed with the applicable Governmental Authority, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (3) when each control agreement has been executed and delivered to the Collateral Agent, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted by Section 7.3 of the Credit Agreement which are non-consensual permitted Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Perfected Liens. Each financing statement naming such Grantor as a debtor and that is attached to this Agreement as Exhibit A, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control” will constitute valid perfected Guarantee & Collateral Agreement 13 and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, Purchaser as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b): (1) are when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral and rights of others therein except for Liens permitted by Permitted Liens; (2) when each Intellectual Property Security Agreement has been filed with the Credit Agreement which have priority over applicable Governmental Authority, the Liens Security Interests will constitute perfected security interests in all right, title and interest of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and such Grantor in the case Intellectual Property therein described to the extent that a security interest therein may be perfected by filing with such Governmental Authority, prior to all other Liens and rights of Collateral others therein except for Permitted Liens; and (3) when each control agreement has been executed and delivered to the Purchaser, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Deposit Accounts and Securities Accounts, as applicable, subject thereto to the extent that a security interest therein may be perfected by such control agreement, prior to all other than Pledged Collateral, Liens permitted by Section 7.3 and rights of the Credit Agreement which are non-consensual permitted others therein and subject to no adverse claims except for Permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).