Common use of Financing Statements and Other Filings; Maintenance of Perfected Security Interest Clause in Contracts

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Security Agreement in respect of the Collateral are listed in Schedule 3.3 hereto (except with respect to Copyrights that are not Used Intellectual Property). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 3.3 hereto. Each Grantor agrees that at the sole cost and expense of the Grantors, (a) such Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used Intellectual Property) as a perfected first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (b) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all in reasonable detail and (c) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Law) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than Copyrights that are not Used Intellectual Property) as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Credit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recordings and registrations are listed in this section and on Schedule 3.3 hereto (except with respect to Copyrights that are not Used Intellectual Property). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 3.3 II hereto. Each Grantor agrees that at the sole cost and expense of the Grantors, (ai) such Grantor will maintain cooperate with the Agent in maintaining the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used Intellectual Property) as a perfected first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (bii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all in reasonable detail and (ciii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable LawLaws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than Copyrights that are not Used Intellectual Property) as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Security Agreement in respect of the Collateral are listed in Schedule 3.3 hereto (except other than agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Copyrights that are not Used Intellectual PropertyProperty other than Registered Intellectual Property required in the United States Patent and Trademark Office or the United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 3.3 heretohereto . Each Grantor agrees that at the sole cost and expense of the Grantors, (a) such Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used Intellectual Property) as a perfected first priority security interest (subject to, with respect to priority, the Intercreditor Agreement and Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (b) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Propertyagreements under 17 U.S.C. § 201(d)(2)) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all in reasonable detail and (c) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable LawLaws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than Copyrights that are not Used agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Intellectual PropertyProperty other than Registered Intellectual Property required in the United States Patent and Trademark Office or the United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement) as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed in on Schedule 3.3 hereto (except with respect to Copyrights that are not Used Intellectual Property)II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 3.3 heretoII. Each Grantor agrees that at the sole cost and expense of the Grantors, (ai) such Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used with respect to non-U.S. and non-Canadian Intellectual PropertyProperty Collateral) as a perfected first priority security interest (subject only to Permitted Encumbrances having priority by operation of law applicable Law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” except as otherwise provided in the Credit Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesEncumbrances and (non-U.S. and non-Canadian Intellectual Property Collateral), (bii) except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all in reasonable detail and (ciii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable LawLaws) in effect in any jurisdiction with respect to the security interest created hereby (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than Copyrights that are not Used with respect to non-U.S. and non-Canadian Intellectual PropertyProperty Collateral) as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral (other than non-U.S. and non-Canadian Intellectual Property Collateral).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each the Grantor to the Collateral Agent (for the benefit of the Secured Parties) Lender pursuant to this Security Agreement in respect of the Collateral are listed in on Schedule 3.3 hereto (except with respect to Copyrights that are not Used Intellectual Property)I hereto. Each The Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 3.3 hereto. Each I. The Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (ai) such the Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used Intellectual Property) as a perfected first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesLiens), (bii) such the Grantor shall furnish to the Collateral Agent Lender from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent Lender may reasonably request, all in reasonable detail and (ciii) at any time and from time to time, upon the written request of the Collateral AgentLender, such the Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawlaws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such offices (includingLender, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) in the Collateral (other than Copyrights that are not Used Intellectual Property) as provided herein and to preserve the other rights and interests granted to the Collateral Agent Lender hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted EncumbrancesLiens), with respect to the Collateral.