Common use of Perfection of Security Interest by Filing, Etc Clause in Contracts

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 attached hereto, (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisable.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and, subject to the terms of the Credit Agreement, any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case, as the Collateral Agent Secured Party may reasonably request) and do all such other things as the Collateral Agent Secured Party may reasonably deem necessary or appropriate (i) to assure to the Collateral Agent Secured Party that its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-1 Exhibit A attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-2 Exhibit B attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-3 Exhibit C attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent Secured Party of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) Secured Party to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent Secured Party may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent Secured Party deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Secured Party in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisable. Each Obligor agrees to mark its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-1 Exhibit A attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-2 Exhibit B attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-3 Exhibit C attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation recordations and other filings deemed necessary or desirable by the Collateral Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral or any portion thereof, in each case, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 Exhibit A attached hereto, (C) with regard to PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 Exhibit B attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 Exhibit C attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-1 Exhibit A attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-2 Exhibit B attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office and the Canadian Intellectual Property Office, as applicable in the form of Schedule 6(a)-3 Exhibit C attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitationlimitation but subject to the Burger King Rights, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Perfection Collateral or any portion thereof, in each case as the Collateral Administrative Agent or the Required Lenders may reasonably request) and do all such other things as the Collateral Administrative Agent or the Required Lenders may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its and the Control Agent their security interests hereunder in the Perfection Collateral are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent or the Required Lenders may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in the Perfection Collateral in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent and the Control Agent of its their rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent or the Required Lenders may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted in the Perfection Collateral hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent or the Required Lenders reasonably deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent and the Control Agent, as applicable, in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Perfection Collateral or any portion thereof, in each case as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its and the Control Agent their security interests hereunder in the Perfection Collateral are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in the Perfection Collateral in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent and the Control Agent of its their rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted in the Perfection Collateral hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent reasonably deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent and the Control Agent, as applicable, in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent reasonably deems necessary or advisable. Each Obligor shall also execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) agrees to prepare xxxx its books and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time records to time deem necessary or appropriate in order to perfect and maintain reflect the security interests granted hereunder interest of the Administrative Agent in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisableCollateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as necessary or as the Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisable. Each Obligor agrees to xxxx, if requested by the First Lien Agent pursuant to the First Priority Documents or at the request of the Collateral Agent (it being understood that the Collateral Agent shall not be required to make any such request unless directed by the Required Secured Parties), its books and records to reflect the security interest of the Collateral Agent in the Collateral. Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent or the Trustee be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Obligor agrees to prepare, record and file, at its own expense, financing statements (and amendments or continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 attached hereto, (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisable. Each Obligor agrees to mark its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case, as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 Exhibit A attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 Exhibit B attached hereto, hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 Exhibit C attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time deem reasonably necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent reasonably deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest by Filing, Etc. Execute Each Obligor hereby authorizes the Canadian Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Canadian Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the PPSA, including, without limitation, any financing statement that describes the Collateral in a manner as the Canadian Agent deems necessary or advisable. Each Obligor shall also execute and deliver to the Collateral Canadian Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Canadian Agent may reasonably request) and do all such other things as the Collateral Canadian Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Canadian Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Canadian Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC PPSA and any other personal property security legislation in the appropriate state(s) or province(sjurisdiction(s), (B) with regard to Copyrights, a Notice notice of Grant the grant of Security Interest security interest in the Copyrights for filing with the United States Copyright Canadian Intellectual Property Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to Patents, a Notice notice of Grant the grant of Security Interest security interest in the Patents for filing with the United States Patent and Trademark Canadian Intellectual Property Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to Trademarks, a Notice notice of Grant the grant of Security Interest security interest in the Trademarks for filing with the United States Patent and Trademark Canadian Intellectual Property Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Canadian Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Agent (at such Obligor’s expense) agrees to prepare mark its books and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time records to time deem necessary or appropriate in order to perfect and maintain reflect the security interests granted hereunder interest of the Canadian Agent in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Agent deems necessary or advisableCollateral.

Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and reaffirmations, amendments and restatements of existing documentsdocuments and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case as the Collateral Administrative Agent may reasonably request) and do all such other things as the Collateral Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to CopyrightsCopyrights and Copyright Licenses (in either case with respect to rights in the United States), a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(a)-1 5(a)-1 attached hereto, (C) with regard to PatentsPatents and Patent Licenses (in either case with respect to rights in the United States), a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-2 5(a)-2 attached hereto, hereto and (D) with regard to TrademarksTrademarks and Trademark Licenses (in either case with respect to rights in the United States), a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(a)-3 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordation and other filings deemed necessary or desirable by the Collateral Agenthereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Administrative Agent of its rights and interests hereunder, provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Collateral Administrative Agent (at such Obligor’s expense) to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral Administrative Agent deems necessary or advisable. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.