Common use of Status of Security Interest Clause in Contracts

Status of Security Interest. (a) on the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateral; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of U.S. Patents, U.S. Trademarks, and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second priority Liens (subject, in the case of priority only, to Permitted Liens); and (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1) for the filings contemplated by clauses (a) and (b) above, (2) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000.

Status of Security Interest. (a) on Upon the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Collateral Agent Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second first priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than Each agreement purporting to give the Collateral Agent, Trustee Control over any Collateral is effective to establish the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Trustee’s Control of any Collateral;the Collateral subject thereto. (b) on the Closing Date, to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon due and to the extent that proper recordation of the security interest of interests granted hereunder in U.S. patents and patent applications, U.S. trademark registrations and registrations for applications, and U.S. copyright registrations and exclusive Copyright Licenses under which such Grantor is the Collateral Agent licensee and which have been recorded in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of U.S. Patents, U.S. Trademarks, and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Collateral Agent Trustee hereunder in that can by law be perfected by such U.S. Copyrights, U.S. Patents and U.S. Trademarks recordings shall constitute valid, perfected, second first priority Liens (subject, in the case of priority only, subject to Permitted Liens); and. (c) on the Closing Date, no No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Trustee hereunder or (ii) the exercise by Collateral Agent Trustee of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings contemplated by clauses clause (a) and (b) above, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or Securities and (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, in the owner case of the real property where such timber is located, cause (6ii) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest inabove, any Intellectual Property that arises applicable Gaming Authority. (d) Such Grantor is in compliance with its obligations under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000Section 4.

Status of Security Interest. (a) on upon (i) the Closing Date, upon the timely and proper filing of such UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in with the appropriate filing offices of each jurisdiction set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), ) and (ii) the security interest taking of possession or Control by the Collateral Agent of the Collateral, the Collateral Agent, for the ratable benefit of the Secured Parties, will have a perfected first priority security interest in respect of all Collateral that Collateral, to the extent such security interest can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a validUCC by such filings, perfectedpossession or Control, second priority Lien subject subject, in the case of priority onlyABL Priority Collateral, to the ABL Intercreditor Agreement. Such security interests are and shall be prior to any other Lien on any of the Collateral, subject to Permitted Liens with respect to Collateral. Other than the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any CollateralLiens; (b) on with respect to all Collateral consisting of United States registered Patents, United States registered Trademarks and United States registered Copyrights registered in the Closing Datename of any Grantor as of the date hereof, fully executed Intellectual Property Security Agreements, containing a description of all Collateral consisting of Intellectual Property with respect to United States registered Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for registration with the United States Patent and Trademark Office or for recordation with the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the regulations thereunder, as applicable. To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to upon the extent that the recordation of such security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of proper UCC financing statements with the appropriate filing offices of each jurisdiction set forth opposite the applicable Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the Collateral Agent, for the ratable benefit of the Secured Parties, will have perfected first priority security interests granted hereunder in respect of all Collateral consisting of U.S. Patents, U.S. Trademarks, Trademarks and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded registered in the United States Patent and Trademark Office and name of any Grantors as of the United States Copyright Officedate hereof, as applicable, the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second priority Liens (subject, subject in the case of priority only, to Permitted Liens); and (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings filings, recordings and agreements contemplated by clauses (a) and (b) above, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or Securities and (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or such actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by applicable foreign laws affecting the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 pledge of the UCC Pledged Equity Interests of Foreign Subsidiaries and relating to foreign Patents, Trademarks and Copyrights; and (or any successor provision or provisionsd) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions each Grantor is in compliance with respect to Collateral with an aggregate fair market value of less than $5,750,000its obligations under Section 4 hereof.

Status of Security Interest. On the Closing Date and the date of each Credit Extension: (a) on the Closing Dateexcept for any Collateral addressed in clause (b) below and any Collateral for which, pursuant to Section 4.5(b), applicable action under Section 4 is not yet required, upon the timely and proper filing of fully-completed financing statements naming (which shall name each Grantor as “debtor” and the Collateral Administrative Agent as “secured party,” and describing shall cover “all assets of the Collateral debtor,” “all personal property and assets of the debtor,” or words of similar import, or otherwise contain a description of the Collateral) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Administrative Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will UCC shall constitute a valid, perfected, second first-priority Lien subject Lien, subject, in the case of priority only, to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any CollateralLiens; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, with respect to all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights owned by any Grantor as of such date, except for any Collateral for which, pursuant to the extent that the security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Section 4.5(c), applicable action under Section 4.3 is not yet required, a fully-executed Patent Security Agreement, the Patent Trademark Security Agreement or the and/or Copyright Security Agreement, as applicable, containing a description of all Collateral consisting of such United States registered and applied-for Patents, Trademarks and Copyrights owned by such Grantor have been delivered to the case may be, Administrative Agent for recordation with the United States Patent and Trademark Office or the United States Copyright Office, for as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the security interests granted hereunder in Collateral consisting of U.S. Patentsregulations thereunder, U.S. Trademarksas applicable, and U.S. Copyrights that areupon the recordation of such Patent Security Agreement, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in Trademark Security Agreement and/or Copyright Security Agreement with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, the security interests granted to interest of the Administrative Agent in all Collateral Agent hereunder consisting of United States registered and applied-for Patents, Trademarks and Copyrights that may be perfected by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, shall constitute a perfected first-priority security interest in respect of all Collateral consisting of such U.S. United Stated registered and applied-for Patents, Trademarks and Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second priority Liens (subject, in the case of priority only, to Permitted Liens); and (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Administrative Agent hereunder in any Collateral located in the United States and/or governed by the Laws of the United States or any political subdivision thereof or (ii) the exercise by Collateral the Administrative Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued located in the United States and/or governed by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts the Laws of the United States or accounts maintained with foreign securities intermediaries) any political subdivision thereof (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings contemplated by clauses clause (a) above and recordations contemplated by clause (b) above, above and (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000.

Status of Security Interest. (a) on upon (i) the Closing Date, upon the timely and proper filing of such UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in with the appropriate filing offices of each jurisdiction set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)) and (ii) except as otherwise provided in Section 7.2(b) of this Agreement, the security interest taking of possession or Control by the Collateral Agent in all Collateral that can be perfected by of the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a validCollateral, perfected, second priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, for the ratable benefit of the Secured Parties, will have a perfected First Priority security interest in respect of all Collateral, to the extent such security interest can be perfected under the UCC by such filings, possession or Control. Such security interests are and shall be prior to any other Lien Collateral Agent and on any automatic control in favor of a Bankthe Collateral, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateralsubject to Permitted Liens; (b) on with respect to all Collateral consisting of United States issued and applied for Patents, United States Trademark registrations and applications therefor and United States registered Copyrights in the Closing Datename of any Grantor as of the date hereof, fully executed Intellectual Property Security Agreements, containing a description of all such Collateral have been delivered to the Collateral Agent for recordation with the United States Patent and Trademark Office or for recordation with the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable. To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to upon the extent that the recordation of such security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of proper UCC financing statements with the appropriate filing offices of each jurisdiction set forth opposite the applicable Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the Collateral Agent, for the ratable benefit of the Secured Parties, will have perfected first priority security interests granted hereunder in respect of all Collateral consisting of U.S. United States Patents, U.S. Trademarks, United States Trademarks and U.S. United States Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded registered in the United States Patent and Trademark Office and name of any Grantors as of the United States Copyright Officedate hereof, as applicable, the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second priority Liens (subject, subject in the case of priority only, to Permitted Liens); and (c) on the Closing Date, no material authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings filings, recordings and agreements contemplated by clauses (a) and (b) above, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or Securities and (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or such actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by applicable foreign laws affecting the applicable court in connection with any Commercial Tort Claimpledge of the Pledged Equity Interests of Foreign Subsidiaries (which, (10) as may for avoidance of doubt, shall be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable subject to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to limitations set forth in this Agreement and the Credit Documents and Agreement); and (16d) for actions each Grantor is in compliance with respect to Collateral with an aggregate fair market value of less than $5,750,000its obligations under Section 4 hereof.

Status of Security Interest. (a) on the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Notes Collateral Agent Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second first priority Lien in such Collateral, subject in the case of priority only, to any Permitted Notes Collateral Liens, Permitted Liens, and Liens with respect on North America ABL Priority Collateral securing North America ABL Obligations. Each agreement purporting to Collateral. Other than give the Notes Collateral Trustee Control over any Collateral is effective to establish the Notes Collateral Trustee’s Control of the Collateral Agent, subject thereto and the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any CollateralIntercreditor Agreement; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest upon recordation of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of U.S. registered Patents, U.S. registered Trademarks, registered Copyrights and U.S. Copyrights that areexclusive Copyright Licenses in the applicable intellectual property registries, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted hereunder to the Notes Collateral Agent Trustee hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second first priority Liens (subject, in the case of priority only, to Permitted Notes Collateral Liens, Permitted Liens and Liens on North America ABL Priority Collateral securing North America ABL Obligations); and; (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Notes Collateral Trustee hereunder or (ii) subject to the Intercreditor Agreement and the Collateral Trust Agreement, the exercise by Notes Collateral Agent Trustee of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings contemplated by clauses clause (a) and clause (b) above, and (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, ; and (3d) for authorizations, consents or approvals that have been obtained, (4) for actions required each Grantor is in compliance with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted its obligations under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000Section 4 hereof.

Status of Security Interest. (a) on upon (i) the Closing Date, upon the timely and proper filing of such UCC financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in with the appropriate filing offices of each jurisdiction set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time)) and (ii) except as otherwise provided in Section 7.2(b) of this Agreement, the security interest taking of possession or Control by the Collateral Agent in all Collateral that can be perfected by of the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a validCollateral, perfected, second priority Lien subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, for the ratable benefit of the Secured Parties, will have a perfected First Priority security interest in respect of all Collateral, to the extent such security interest can be perfected under the UCC by such filings, possession or Control. Such security interests are and shall be prior to any other Lien Collateral Agent and on any automatic control in favor of a Bankthe Collateral, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateralsubject to Permitted Liens; (b) on with respect to all Collateral consisting of United States issued and applied for Patents, United States Trademark registrations and applications therefor and United States registered Copyrights in the Closing Datename of any Grantor as of the date hereof, fully executed Intellectual Property Security Agreements, containing a description of all such Collateral have been delivered to the Collateral Agent for recordation with the United States Patent and Trademark Office or for recordation with the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable. To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to upon the extent that the recordation of such security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of proper UCC financing statements with the appropriate filing offices of each jurisdiction set forth opposite the applicable Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the Collateral Agent, for the ratable benefit of the Secured Parties, will have perfected first priority security interests granted hereunder in respect of all Collateral consisting of U.S. United States Patents, U.S. Trademarks, United States Trademarks and U.S. United States Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded registered in the United States Patent and Trademark Office and name of any Grantors as of the United States Copyright Officedate hereof, as applicable, the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second priority Liens (subject, subject in the case of priority only, to Permitted Liens); and (c) on the Closing Date, no material authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings filings, recordings and agreements contemplated by clauses (a) and (b) above, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or Securities and (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or such actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by applicable foreign laws affecting the applicable court in connection with any Commercial Tort Claimpledge of the Pledged Equity Interests of Foreign Subsidiaries (which, (10) as may for avoidance of doubt, shall be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable subject to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to limitations set forth in this Agreement and the Credit Documents Agreement); and (16d) for actions each Grantor is in compliance with respect to Collateral with an aggregate fair market value of less than $5,750,000its obligations under Section 4 hereof.

Status of Security Interest. (a) on the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Priority Lien Collateral Agent Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (provided as such schedule may be amended or supplemented from time to time)of the Closing Date, the security interest of the Priority Lien Collateral Agent Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second first priority Lien Liens (if and to the extent perfection can be achieved through the actions described in this Section 5.4(a)) subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than Each agreement purporting to give the Priority Lien Collateral Trustee Control over any Collateral is effective to establish the Priority Lien Collateral Trustee’s Control of the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateralsubject thereto; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest upon recordation of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of issued U.S. PatentsPatents and patent applications, U.S. Trademarks, federal registered Trademarks and Trademark applications and U.S. registered Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Priority Lien Collateral Agent Trustee hereunder in such U.S. CopyrightsPatents, U.S. Patents Trademarks and U.S. Trademarks Copyrights shall constitute valid, perfected, second first priority Liens in the United States (subject, in the case of priority only, to Permitted Liens). Notwithstanding the foregoing, nothing in this Agreement, the other Loan Documents or any other Priority Lien Documents shall require any Grantor to make any filings or take any other actions to record or perfect the Priority Lien Collateral Trustee’s Lien on and security interest in any Intellectual Property outside the United States or to reimburse the Priority Lien Collateral Trustee for any costs or expenses incurred in connection with making such filings or taking any other such action; and (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Priority Lien Collateral Trustee hereunder or (ii) the exercise by the Priority Lien Collateral Agent Trustee of any rights or remedies in accordance with the UCC in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings contemplated by clauses clause (a) above and continuation statements in respect thereof and clause (b) above, (2B) the actions described in Section 4.2 with respect to Collateral subject to Control requirements, which actions have been taken and are in full force and effect, and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000.

Status of Security Interest. (a) on Upon the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Collateral Agent Secured Party as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to timetime in accordance with the terms hereof), the security interest of the Collateral Agent Secured Party in all Collateral in the United States that can be perfected by the filing of a financing statement under the Uniform Commercial Code UCC as in effect in any the relevant jurisdiction will constitute a valid, perfected, second first priority Lien subject in the case of priority only, only to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any such Collateral; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of mortgages, deeds of trust, leasehold mortgage, leasehold deeds of trust or other similar recordable instruments (as applicable) naming each applicable Grantor as “debtor” and to the extent that Secured Party as “secured party” (as applicable) in the security interest of applicable courthouse or recording office in the jurisdictions in which such Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreementis located, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in all Real Property Interests constituting Collateral consisting in the United States that can be perfected by the recordation of such mortgage, deed of trust, leasehold mortgage, assignments of rents and leases or other similar recordable instruments under applicable law as in effect in the relevant jurisdiction will constitute a valid, perfected, first priority Lien subject in the case of priority only to Permitted Liens with respect to such Collateral; (c) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, U.S. Trademarks, Trademarks and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the such security interests granted to the Collateral Agent hereunder in such U.S. CopyrightsSecured Party hereunder, U.S. Patents and U.S. Trademarks for the ratable benefit of the Secured Parties, shall constitute valid, perfected, second first priority Liens (subject, in the case of priority only, to any Permitted Liens); and (cd) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other Person in the United States is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Secured Party hereunder or (ii) the exercise by Collateral Agent the Secured Party of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (located in the United States whether specifically granted or created hereunder or created or provided for by applicable law), except (1A) for the filings contemplated by clauses (a) and (b) aboveabove or otherwise required to perfect Liens on the Collateral, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, Securities and (3C) for authorizations, consents or approvals that as have already been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency submitted or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant taken prior to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000date hereof.

Status of Security Interest. (a) on Upon the Closing Date, upon the timely and proper filing of any financing statements statement naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 5.04 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral of such Grantor that can be perfected by the filing of a financing statement (in such filing offices) under the Uniform Commercial Code as in effect in any the applicable jurisdiction will constitute a valid, perfected, second priority Lien subject in the case of priority only, to any Permitted First Priority Liens with respect to Collateralsuch Collateral under the law of such jurisdiction (to the extent applicable thereto). Other than Each agreement purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent, the First Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in ’s Control of any Collateral;the Collateral subject thereto. (b) on the Closing Date, to To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest upon recordation of the Collateral Agent in Intellectual Property can be perfected by recording Agreements in the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with applicable intellectual property registries in the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of U.S. Patents, U.S. Trademarks, and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office) of the security interests granted hereunder in all Collateral consisting of Patents registered or issued in the United States (and all applications therefor), as applicableTrademarks registered or issued in the United States (and all applications therefor), Copyrights registered in the United States (and all applications therefor) and exclusive Copyright Licenses (with respect to Copyrights registered in the United States), the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks Collateral listed in such Intellectual Property Agreements shall constitute valid, perfected, second priority First Priority Liens (subject, in the case of priority only, to Permitted Liens); andGrantor’s interest therein. (c) on Except (x) as set forth in the Closing DateCredit Agreement and (y) with respect to the Specified Minority Investments, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either the exercise pledge or grant by any Grantor of the Liens in the Collateral purported to be created in favor of the Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law)hereunder, except (1A) for the filings contemplated by clauses (a) and (b) of Section 5.04 above, (2B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or Securities and (C) for such consents previously obtained. (d) Such Grantor is in compliance with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000Article 4 hereof.

Status of Security Interest. (a) on the Closing Date and on each Credit Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second first priority Lien Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than the Collateral Agent, the First Second Lien Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateral; (b) on the Closing Date and on each Credit Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of U.S. Patents, U.S. Trademarks, and U.S. Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Collateral Agent hereunder in such U.S. Copyrights, U.S. Patents and U.S. Trademarks shall constitute valid, perfected, second first priority Liens (subject, in the case of priority only, to Permitted Liens); and (c) on the Closing Date and on each Credit Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1) for the filings contemplated by clauses (a) and (b) above, (2) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,0005,000,000.

Status of Security Interest. (a) on the Closing Date, upon the timely and proper filing of financing statements naming each Grantor as “debtor” and the Parity Lien Collateral Agent Trustee as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (provided as such schedule may be amended or supplemented from time to time)of the Issue Date, the security interest of the Parity Lien Collateral Agent Trustee in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, second first priority Lien Liens (if and to the extent perfection can be achieved through the actions described in this Section 5.4(a)) subject in the case of priority only, to any Permitted Liens with respect to Collateral. Other than Each agreement purporting to give the Parity Lien Collateral Trustee (or the Priority Lien Collateral Trustee, if acting as the agent of the Parity Lien Collateral Trustee pursuant to Section 7.4 of the Collateral Agent, Trust Agreement) Control over any Collateral is effective to establish the First Parity Lien Collateral Agent and any automatic control in favor of a BankTrustee’s (or the Priority Lien Collateral Trustee’s, Securities Intermediary or Commodity Intermediary maintaining a Deposit Accountas the case may be), Securities Account, Commodity Contract or Commodity Account, no Person is in Control of any Collateralthe Collateral subject thereto; (b) on the Closing Date, to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and to the extent that the security interest upon recordation of the Collateral Agent in Intellectual Property can be perfected by recording the Trademark Security Agreement, the Patent Security Agreement or the Copyright Security Agreement, as the case may be, with the United States Patent and Trademark Office or the United States Copyright Office, for the security interests granted hereunder in Collateral consisting of issued U.S. PatentsPatents and patent applications, U.S. Trademarks, federal registered Trademarks and Trademark applications and U.S. registered Copyrights that are, in each case, set forth on Schedule 5.2, if such security interests are timely and properly recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted to the Parity Lien Collateral Agent Trustee hereunder in such U.S. Copyrights, U.S. Patents Trademarks and U.S. Trademarks Copyrights hereunder shall constitute valid, perfected, second first priority Liens in the United States (subject, in the case of priority only, to Permitted Liens). Notwithstanding the foregoing, nothing in this Agreement or any other Note Documents or other Parity Lien Documents shall require any Grantor to make any filings or take any other actions to record or perfect the Parity Lien Collateral Trustee’s Lien on and security interest in any Intellectual Property outside the United States or to reimburse the Parity Lien Collateral Trustee for any costs or expenses incurred in connection with making such filings or taking any other such action; and (c) on the Closing Date, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Parity Lien Collateral Trustee hereunder or (ii) the exercise by the Parity Lien Collateral Agent Trustee of any rights or remedies in accordance with the UCC in respect of any Collateral (other than Pledged Equity Interests issued by a Foreign Subsidiary, foreign Intellectual Property, foreign deposit accounts or accounts maintained with foreign securities intermediaries) (whether specifically granted or created hereunder or created or provided for by applicable law), except (1) for the filings contemplated by clauses (a) and (b) above, (2) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (3) for authorizations, consents or approvals that have been obtained, (4) for actions required with respect to Receivables where the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign is an Account Debtor, (5) for actions required (A) pursuant to the terms of agreements the Collateral Agent has entered into with any landlord, warehouseman, bailee or other third party, (B) with respect to Collateral permitted under the Credit Documents to be in the possession of third parties or (C) with respect to Collateral constituting timber subject to timber deeds, authorizations, consents, approvals or actions by, or notices to or filings with, the owner of the real property where such timber is located, (6) for actions required pursuant to the terms of any agreement conferring Control on the Collateral Agent or any of its sub-agents, (7) authorizations, consents, approvals or other actions by, or notices to or filings with, holders of Permitted Liens, (8) authorizations, consents, approvals or other actions by, or notices to or filings with, third parties with respect to rights in Collateral or obligations to a secured party which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity, (9) as may be required by the applicable court in connection with any Commercial Tort Claim, (10) as may be required in connection with enforcement against an Account Debtor under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (11) notices required to be given hereunder, (12) as may be required by laws generally applicable to the enforcement of remedies, (13) for any filings or actions required to perfect or record a Lien on, or security interest in, any Intellectual Property that arises under the laws of any country or jurisdiction other than the United States, (14) for actions required by the terms of any agreement, document or instrument constituting or governing any Collateral which are not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction, (15) for actions which are not required to be taken by the Grantors pursuant to the Credit Documents and (16) for actions with respect to Collateral with an aggregate fair market value of less than $5,750,000.applicable