Common use of Perfected Security Interests Clause in Contracts

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the delivery thereof to the Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement.

Perfected Security Interests. (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.53.03, the security interests Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) of such Grantor in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the ObligationsGuaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor such Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesChattel Paper to be pledged or assigned by such Grantor, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A), ) and/or (C) in the case of Registered Intellectual Property registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the CollateralIntellectual Property Collateral of such Grantor, the completion filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed Patent agreements in the form of the Grant of Security AgreementsInterest in Copyrights, Trademark the Notice and Confirmation of Grant of Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Interest in Patents and Trademarksthe Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office within the three-month period commencing Office, as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisitionapplicable, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (iiiii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by Section 6.02 the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5Perfection Exceptions, the security interests Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) of such Grantor in favor of the Collateral Agent, for the ratable benefit of the ABL Secured Parties, as collateral security for the ObligationsGuaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor such Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesChattel Paper to be pledged or assigned by such Grantor, upon the earlier of the delivery thereof to the Agent Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the CollateralIntellectual Property Collateral of such Grantor, the completion filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed Patent agreements in the form of the Grant of Security AgreementsInterest in Copyrights, Trademark the Notice and Confirmation of Grant of Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Interest in Patents and Trademarksthe Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office within Office, as applicable, (D) obtaining and maintenance of “control” (as described in the threeUCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter-month period commencing as of the date hereof or, of-Credit Rights a security interest in which is perfected by “control” (in the case of Patents or Trademarks acquired after Deposit Accounts and Securities Accounts only to the date hereofextent required by Sections 2.18, within the three-month period commencing as 2.21 and 2.23 of the date of such acquisition and ABL Credit Agreement) and/or (yE) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of such acquisition, this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (ziii) otherwise as may be required pursuant subject to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filingsapplicable Intercreditor Agreement, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by Section 6.02 the ABL Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the ABL Credit Agreement.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5Agreement, the security interests Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing statements naming each Debtor Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesCollateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, upon individually, of $5,000,000 or Pledged Shares (as defined in the earlier of Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Agent and Collateral Agent, (C) in the filing case of Deposit Accounts, the financing statements referred to in clause (A)execution of Deposit Account Control Agreements, and/or (CD) in the case of Registered Intellectual Property included in the Collateralwhich a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, Agreement set forth in Exhibit 2 hereto (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsOffice, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted by under the Term Loan Agreement (including Revolving Liens). It being understood and agreed that the representation and warranty set forth in this Section 6.02 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Credit AgreementLoan Documents.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5Perfection Exceptions, the security interests Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral owned by such Grantor on the Closing Date (or, if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as perfection is possible under United States Law) security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) of such Grantor in favor of the Collateral Agent, for the ratable benefit of the Term Loan Secured Parties, as collateral security for the ObligationsGuaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor such Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesChattel Paper to be pledged or assigned by such Grantor, upon the earlier of the delivery thereof to the Agent Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the applicable Intercreditor Agreement, and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the CollateralIntellectual Property Collateral of such Grantor, the completion filing of the financing statements referred to in clause (A) and the filing, registration and recording of fully executed Patent agreements in the form of the Grant of Security AgreementsInterest in Copyrights, Trademark the Notice and Confirmation of Grant of Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Interest in Patents and Trademarksthe Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office within Office, as applicable, (D) obtaining and maintenance of “control” (as described in the three-month period commencing UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the purposes of perfection), in accordance with the date hereof orapplicable Intercreditor Agreement, of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control” (in the case of Patents Deposit Accounts and Securities Accounts only to the extent (i) ABL Obligations or Trademarks acquired after the date hereofany Additional ABL Obligations remain outstanding and (ii) required by Sections 2.18, within the three-month period commencing as 2.21, 2.23 and 10.07 of the date of such acquisition and ABL Facility Agreement) and/or (yE) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of such acquisition, this Agreement) upon the taking of the actions required by Section 4.01(d) and the filing of financing statements referred to in clause (A) and (ziii) otherwise as may be required pursuant subject to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filingsapplicable Intercreditor Agreement, registrations and recordings, and (ii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by Section 6.02 the Term Loan Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Credit Agreement.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5Agreement, the security interests Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing statements naming each Debtor Grantor as debtor “debtor” and the Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesCollateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, upon individually, of $5,000,000, or Pledged Shares (as defined in the earlier of Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Agent and Agent, (C) in the filing case of Deposit Accounts, the financing statements referred to in clause (A)execution of Deposit Account Control Agreements, and/or (CD) in the case of Registered Intellectual Property included in the Collateralwhich a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, Agreement set forth in Exhibit 2 hereto (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsOffice, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Agent’s Lien by operation of law or otherwise as permitted by under the Credit Agreement (including Term Loan Liens). It being understood and agreed that the representation and warranty set forth in this Section 6.02 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Credit AgreementLoan Documents.

Perfected Security Interests. (a) Subject to the terms of the First Lien/Second Lien Intercreditor Agreement and the limitations set forth in clause (b) of this Section 3.53.3, the security interests Second Lien Pledge Agreement and Section 9.11 of the Second Lien Credit Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Second Lien Secured Parties, as collateral security for the Second Lien Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments Instruments, Tangible Chattel Paper, negotiable Documents and certificated securitiesCertificated Securities, upon the earlier of the delivery thereof to the Collateral Agent (or its agent, designee or bailee) and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered U.S. Recordable Intellectual Property included in the Collateral, the completion that is part of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, Intellectual Property Collateral in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that which a security interest may be perfected by such filings, registrations the filing of the financing statements referred to in clause (A) and recordingsthe completion of the filing and recordation of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto with, as applicable, (x) the United States Patent and Trademark Office or (y) the United States Copyright Office and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 each of the First Lien Credit AgreementAgreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings or otherwise take any action with respect to the perfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.53.3, the security interests Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the US Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor US Grantor as debtor “debtor” and the US Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments Instruments, Chattel Paper and certificated securitiesCertificated Securities, upon the earlier of the delivery thereof to the US Collateral Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Deposit Accounts, the execution of Deposit Account Control Agreements, (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, Agreement set forth in Exhibit 3 hereto (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsOffice, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the US Collateral Agent’s Lien by operation of law or otherwise as permitted by Section 6.02 of under the Credit Agreement.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.53.3, the security interests First Lien Pledge Agreement and Section 9.11 of the First Lien Credit Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments Instruments, Tangible Chattel Paper, negotiable Documents and certificated securitiesCertificated Securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered U.S. Recordable Intellectual Property included that is part of the Intellectual Property Collateral in which a security interest may be perfect by such filings, the Collateral, filing of the financing statements referred to in clause (A) and the completion of the filing, registration filing and recording recordation of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security AgreementsAgreement set forth in Exhibit 2 hereto with, as the case may beapplicable, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 each of the First Lien Credit AgreementAgreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings or otherwise take any action with respect to the perfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.53.3, the security interests Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the filing of financing statements naming each Debtor Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments Instruments, Chattel Paper and certificated securitiesSecurities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Deposit Accounts, the execution of Deposit Account Control Agreements, (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, Agreement set forth in Exhibit 3 hereto (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsOffice, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted by Section 6.02 of under the Revolving Credit Agreement.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.53.3, the security interests Pledge Agreement and Section 9.11 of the Credit Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the First Lien Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Debtor Grantor as debtor “debtor” and the Collateral Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments Instruments, Tangible Chattel Paper, negotiable Documents and certificated securitiesCertificated Securities, upon the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered U.S. Recordable Intellectual Property included in that is part of the Intellectual Property Collateral, the filing of the financing statements referred to in clause (A) and the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security AgreementsAgreement set forth in Exhibit 2 hereto with, as the case may beapplicable, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 each of the Credit AgreementAgreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings or otherwise take any action with respect to the perfection of the Security Interests created hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5Agreement, the security interests Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor favour of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Canadian Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, the completion of the filing, registration and recording of financing statements naming each Debtor Grantor as debtor “debtor” and the Agent as “secured party party” and describing the Collateral in the applicable filing offices; , (B) in the case of instruments and certificated securitiesCollateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, upon individually, of $5,000,000, or Pledged Shares (as defined in the earlier of Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Agent and the filing of the financing statements referred to in clause (A)Agent, and/or (C) in the case of Registered Intellectual Property included in the Collateralwhich a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed Patent agreements in the form of the Intellectual Property Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, Agreement set forth in Exhibit 2 hereto (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Canadian Intellectual Property Office within the three-month period commencing as of the date hereof or, or any similar offices in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filingscountry, registrations and recordingsgroup of countries or any political subdivision thereof , and (ii) are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Agent’s Lien by operation of law or otherwise as permitted by Section 6.02 of under the Credit Agreement. It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.