Common use of Perfected Priority Liens Clause in Contracts

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to the filing of continuation statements.

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant (a) This Agreement is effective to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filingscreate, as applicable) or other appropriate filingscollateral security for the Secured Obligations of such Grantor, recordings or registrations valid and other actions specified enforceable Liens on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Grantor's Collateral in favor of the Collateral AgentCo-Agents, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited affected by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law), ) and are prior an implied covenant of good faith and fair dealing. (b) Except with respect to all other (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the Collateral except for Permitted Liens. Such United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code financing statements, filings or by the filing and acceptance thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States Copyright Officeof America, as applicableany State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or other appropriate filingsinstrumentality thereof is the obligor, recordings (vii) Liens on Proceeds of receivables and Inventory, until transferred to or registrations prepared by deposited in the Collateral Agent based Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the information provided financing statements delivered to the Collateral Agent Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Note Purchase Agreement (which financing statements are in proper form for filing in each applicable governmentalsuch jurisdictions), municipal or other office specified on Schedule 3 (as the recording of the most recent Applicable Date)Mortgages (and the recording of any Patent and Trademark Security Agreement, are as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the filingsLiens created pursuant to this Agreement will constitute valid Liens on and, recordings and registrations that are necessary to establish a legalthe extent provided herein, valid and perfected security interest interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Collateral Agent, Co-Agents for the ratable benefit of the Secured Parties, in respect which Liens will be prior to all other Liens of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessaryother Persons, except as provided under applicable law with respect to the filing of continuation statements.Liens granted

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant (a) This Agreement is effective to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filingscreate, as applicable) or other appropriate filingscollateral security for the Obligations of such Grantor, recordings or registrations valid and other actions specified enforceable Liens on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Grantor’s Security Collateral in favor of the Note Collateral Agent, Agent for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance except (i) with the terms hereof against respect to all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except Intellectual Property that is an Excluded Asset or (ii) as enforceability may be limited affected by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and are Documents, upon the earlier of such Filing or the delivery to and continuing possession by the Note Collateral Agent or the Senior Collateral Agent, acting as the agent for the Note Collateral Agent for purposes of perfection, as applicable, in accordance with the First Lien Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Code) by the Note Collateral Agent (or the Senior Collateral Agent, acting as agent for the Note Collateral Agent for purposes of perfection (or their respec- tive agents appointed for purposes of perfection), in accordance with the First Lien Intercreditor Agreement of all Deposit Accounts, the U.S. Collateral Proceeds Account, Electronic Chattel Paper and Letter-of-Credit Rights a security interest in which is perfected by “control” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7 on the date of this Agreement), the taking of the actions required by subsection 4.1.9 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Security Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens on the Collateral except for of all other Persons other than Permitted Liens. Such Uniform Commercial Code financing statements, filings and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Note Collateral Agent or the Senior Collateral Agent, as applicable, in accordance with the First Lien Intercreditor Agreement or otherwise, or the recording of other applicable documents in the United States Patent and Trademark Office and the or United States Copyright OfficeOffice may be necessary for perfection or enforceability, and except as applicableenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other appropriate filings, recordings similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or registrations prepared at law) or by the Collateral Agent based upon the information provided to the Collateral Agent for filing an implied covenant of good faith and fair dealing. As used in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Datethis subsection 3.1.2(b), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of following terms shall have the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to the filing of continuation statements.following meanings:

Perfected Priority Liens. As All of the most recent Applicable Date, the security interests Security Interests granted pursuant to this Agreement (ia) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations constitute valid and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid enforceable perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of each of the Secured PartiesPersons, as collateral security for all of the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, this Agreement except as enforceability may be limited by the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to affecting the enforcement of creditors' rights generally or affecting creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at law)relating to enforceability, and (b) are prior to all other Liens on the Collateral in existence, except for certain purchase money Permitted Liens and certain statutory Permitted Liens, in each case, solely to the extent priority is provided to such Permitted Liens under Applicable Law (as opposed to Contract). Such Uniform Commercial Code Upon the filing of financing statementsstatements in the jurisdiction of formation or incorporation, filings as applicable, of the respective Grantors reflected on the Perfection Certificate, and, to the extent required by Applicable Law, with respect to the Security Interests in Copyrights, Patents and Trademarks that are registered in the United States, the filing of appropriate notices of such Security Interests with the United States Copyright Office and the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing Security Interests will be perfected first priority security interests in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the a security interest may can be perfected by means of such filing, recording or registration in the United States, ; and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect upon delivery to the filing Agent of continuation statementsthe certificates representing the Collateral consisting of Certificated Securities, the Security Interests will be perfected first priority security interests in such Collateral.

Perfected Priority Liens. As of (a) Except as will be taken on or before the most recent Applicable Restatement Effective Date, the security interests granted pursuant no other authorization or approval or other action by, and no notice to this Agreement or filing with, any Governmental Authority or any other Person, is required for (i) upon completion the due execution, delivery and performance by any Grantor of the filing of the Uniform Commercial Code financing statements (including fixture filingsthis Agreement, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion the grant by any Grantor of the filing security interest purported to be created hereby in the Collateral under the terms of an appropriate notice with this Agreement or (iii) the United States Patent exercise by the Collateral Agent of any of its rights and Trademark Office (whichremedies hereunder, except, in the case of all filings this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other documents referred to on said Scheduleaction by, have been delivered and no notice to or prepared by filing with, any Governmental Authority or any other Person, is required for the Collateral Agent perfection of the security interest purported to be created hereby in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 the terms of this Agreement but subject to the limitations on perfection contained in the Credit Documents, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the UCCfinancing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will constitute legal be in full force and valid perfected security interests in all effect, (B) with respect to the perfection of the Collateral security interest created hereby in favor of the Collateral AgentUnited States, Intellectual Property and Licenses, for the benefit recording of the Secured PartiesCopyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as collateral security for the Secured Obligationsapplicable, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent's having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other appropriate filings, recordings or registrations prepared by record included in the Collateral Agent based upon and Guarantee Requirements in the information provided Credit Agreement or the Note Purchase Agreement with respect to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 Real Estate Assets (as of the most recent Applicable Datesubclauses (A) - (F), are all each a “Perfection Requirement” and collectively, the filings“Perfection Requirements”). (b) This Agreement, recordings upon execution and registrations that are necessary to establish delivery, creates a legal, valid and perfected enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of all such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Credit Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interest may be perfected by interests, subject in priority only to the Permitted Liens, and the recording of such filinginstruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement, recording Section 4.1(aa) of the Note Purchase Agreement and the limitations set forth in this Agreement, such Perfection Requirements and such other actions necessary or registration desirable to perfect and protect such security interests in the United States, and no further Collateral have been made or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect taken to the filing of continuation statementsextent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. As of the most recent Applicable Date, the The security interests granted pursuant to this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement (ia) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations filings and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office 1 hereto (which, in the case of all filings and other documents referred to on said Schedule, copies have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (iform) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral (to the extent that (i) except as to Excluded Vehicles and Excluded Money, a security interest therein may be perfected pursuant to the UCC and (ii) except for Excluded Personal Property, a security interest therein may be perfected pursuant to any laws other than the UCC) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Note Obligations, enforceable in accordance with the terms hereof against all creditors of each such Grantor and any Persons purporting subject to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (2) general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity or at lawequity), and (b) subject (solely in the case of Secondary Collateral) to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens. Such Uniform Commercial Code financing statementsAny reference in this Agreement or the other Indenture Documents to Permitted Liens is not intended to and should not be interpreted as subordinating or postponing, filings or as any agreement to subordinate or postpone, any Lien created herein or by any of the other Indenture Documents to any Permitted Lien, except to the extent explicitly set forth in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to the filing of continuation statementsIntercreditor Agreement.

Perfected Priority Liens. (a) As of the most recent Applicable Datedate hereof, the security interests granted pursuant to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred is effective to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Partiescreate, as collateral security for the Secured Obligations, valid and enforceable Liens on the Collateral in accordance with favor of the terms hereof against all creditors Co-Agents for the benefit of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, the Secured Parties except as enforceability may be limited affected by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) As of the date hereof, except with respect to Liens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Code in accordance herewith, would in the case of Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Co-Agents by the Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Note Purchase Agreement, which financing statements are in proper form for filing in such jurisdictions, and are the recording of this Agreement in the United States Patent and Trademark Office, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law, the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral in the United States in favor of the Co-Agents for the benefit of the Secured Parties, which Liens will be prior to all other Liens on of all other Persons with respect to the Collateral except Liens granted to the Administrative Agent for Permitted Liens. Such Uniform Commercial Code financing statementsthe benefit of the holders of Senior Loans under the Senior Credit Documents, filings and which Liens are enforceable as such against all creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by necessary for such filing, recording or registration in enforceability) from the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessaryGrantor, except as provided under applicable law with respect to such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the filing enforcement of continuation statementscreditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. (a) As of the most recent Applicable Datedate hereof, the security interests granted pursuant to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred is effective to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Partiescreate, as collateral security for the Secured Obligations, valid and enforceable Liens on the Collateral in accordance with favor of the terms hereof against all creditors Co-Agents for the benefit of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, the Secured Parties except as enforceability may be limited affected by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) As of the date hereof, except with respect to Liens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Code in accordance herewith, would, in the case of Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto, be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Co-Agents by the Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement, which financing statements are in proper form for filing in such jurisdictions, and are the recording of this Agreement in the United States Patent and Trademark Office, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law, the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral in the United States in favor of the Co-Agents for the benefit of the Secured Parties, which Liens will be prior to all other Liens on of all other Persons with respect to the Collateral except Liens granted to the Administrative Agent for Permitted Liens. Such Uniform Commercial Code financing statementsthe benefit of the holders of Senior Loans under the Senior Credit Documents, filings and which Liens are enforceable as such against all creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Co-Agents in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by necessary for such filing, recording or registration in enforceability) from the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessaryGrantor, except as provided under applicable law with respect to such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the filing enforcement of continuation statementscreditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. As of (a) Except as otherwise required by the most recent Applicable Orders and will be taken on or before the Closing Date, the security interests granted pursuant no other authorization or approval or other action by, and no notice to this Agreement or filing with, any Governmental Authority or any other Person, is required for (i) upon completion the due execution, delivery and performance by any Grantor of the filing of the Uniform Commercial Code financing statements (including fixture filingsthis Agreement, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion the grant by any Grantor of the filing security interest purported to be created hereby in the Collateral under the terms of an appropriate notice with this Agreement or (iii) the United States Patent exercise by the Collateral Agent of any of its rights and Trademark Office (whichremedies hereunder, except, in the case of all filings this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other documents referred to on said Scheduleaction by, have been delivered and no notice to or prepared by filing with, any Governmental Authority or any other Person, is required for the Collateral Agent perfection of the security interest purported to be created hereby in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 the terms of this Agreement but subject to the limitations on perfection contained in the DIP Credit Documents, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the UCCfinancing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will constitute legal be in full force and valid perfected security interests in all effect, (B) with respect to the perfection of the Collateral security interest created hereby in favor of the Collateral AgentUnited States, Intellectual Property and Licenses, for the benefit recording of the Secured PartiesCopyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as collateral security for the Secured Obligationsapplicable, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in usch jurisdictions relating to such foreign Intellectual Property and Licenses, (D) the entry of the Interim Order or, if applicable, the Final Order, (E) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (F) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (G) the delivery and recordation of each document or other appropriate filings, recordings or registrations prepared by record included in the Collateral Agent based upon and Guarantee Requirements in the information provided DIP Credit Agreement with respect to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 Real Estate Assets (as of the most recent Applicable Datesubclauses (A) - (G), are all each a “Perfection Requirement” and collectively, the filings“Perfection Requirements”). (b) This Agreement, recordings upon execution and registrations that are necessary to establish delivery, creates a legal, valid and perfected enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect the Collateral, as security for the Secured Obligations. The Perfection Requirements, to the extent requested by the Collateral Agent and satisfied, result in the perfection of all such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the DIP Credit Agreement. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected security interest may be perfected by such filinginterests, recording or registration subject in priority as set forth in the United StatesOrders. Subject to Section 6.26 of the DIP Credit Agreement and the limitations set forth in this Agreement, such Perfection Requirements and no further such other actions necessary or subsequent filing, refiling, recording, rerecording, registration desirable to perfect and protect such security interests in the Collateral have been made or reregistration is necessary, except as provided under applicable law with respect taken to the filing of continuation statementsextent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. As of (a) Except as will be taken on or before the most recent Applicable Restatement Effective Date, the security interests granted pursuant no other authorization or approval or other action by, and no notice to this Agreement or filing with, any Governmental Authority or any other Person, is required for (i) upon completion the due execution, delivery and performance by any Grantor of the filing of the Uniform Commercial Code financing statements (including fixture filingsthis Agreement, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion the grant by any Grantor of the filing security interest purported to be created hereby in the Collateral under the terms of an appropriate notice with this Agreement or (iii) the United States Patent exercise by the Collateral Agent of any of its rights and Trademark Office (whichremedies hereunder, except, in the case of all filings this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other documents referred to on said Scheduleaction by, have been delivered and no notice to or prepared by filing with, any Governmental Authority or any other Person, is required for the Collateral Agent perfection of the security interest purported to be created hereby in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 the terms of this Agreement but subject to the limitations on perfection contained in the Credit Agreement, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the UCCfinancing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will constitute legal be in full force and valid perfected security interests in all effect, (B) with respect to the perfection of the Collateral security interest created hereby in favor of the Collateral AgentUnited States, Intellectual Property and Licenses, for the benefit recording of the Secured PartiesCopyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as collateral security for the Secured Obligationsapplicable, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other appropriate filings, recordings or registrations prepared by record included in the Collateral Agent based upon and Guarantee Requirements in the information provided Credit Agreement with respect to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 Real Estate Assets (as of the most recent Applicable Datesubclauses (A) - (F), are all each a “Perfection Requirement” and collectively, the filings“Perfection Requirements”). (b) This Agreement, recordings upon execution and registrations that are necessary to establish delivery, creates a legal, valid and perfected enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of all such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interest may be perfected by interests, subject in priority only to the Permitted Liens, and the recording of such filinginstruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement and the limitations set forth in this Agreement, recording such Perfection Requirements and such other actions necessary or registration desirable to perfect and protect such security interests in the United States, and no further Collateral have been made or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect taken to the filing of continuation statementsextent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant (a) This Agreement is effective to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filingscreate, as applicable) or other appropriate filingscollateral security for the Secured Obligations of such Grantor, recordings or registrations valid and other actions specified enforceable Liens on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Grantor's Collateral in favor of the Collateral AgentCo-Agents, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited affected by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law), ) and are prior an implied covenant of good faith and fair dealing. (b) Except with respect to all other (i) Liens on Equipment constituting Fixtures, (ii) any rights reserved in favor of the Collateral except for Permitted Liens. Such United States government as required under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (A) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code financing statements, filings or by the filing and acceptance thereof in the United States Patent and Trademark Office or (B) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States Copyright Officeof America, as applicableany State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or receivables on which the United States of America or any department, agency, or other appropriate filingsinstrumentality thereof is the obligor, recordings (vii) Liens on Proceeds of receivables and Inventory, until transferred to or registrations prepared by deposited in the Collateral Agent based Proceeds Account (if any), and (viii) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the information provided financing statements delivered to the Collateral Agent Co-Agents by such Grantor on the Closing Date in the jurisdictions listed on Schedule 5.24 to the Amended and Restated Note Purchase Agreement (which financing statements are in proper form for filing in each applicable governmentalsuch jurisdictions), municipal or other office specified on Schedule 3 (as the recording of the most recent Applicable Date)Mortgages (and the recording of any Patent and Trademark Security Agreement, are as set forth therein, and the making of filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Secured Parties and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the filingsLiens created pursuant to this Agreement will constitute valid Liens on and, recordings and registrations that are necessary to establish a legalthe extent provided herein, valid and perfected security interest interests in such Grantor's Collateral (with respect to Copyrights and Copyright Licenses and accounts arising therefrom, perfected security interests only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Collateral Agent, Co-Agents for the ratable benefit of the Secured Parties, in respect which Liens will be prior to all other Liens of all Collateral other Persons, except Liens granted under the Senior Credit Documents and except for Liens in favor of the Administrative Agent and holders of the Senior Loans pursuant to the Senior Credit Documents, and which Liens are enforceable as such as against all other Persons (except to the security interest may be perfected by such filing, extent that the recording of an assignment or registration other transfer of title to the Co-Agents in the United StatesStates Patent and Trademark Office may be necessary for enforceability, and no further or subsequent filingexcept, refilingwith respect to goods only, recording, rerecording, registration or reregistration is necessarybuyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Code), except as provided under enforceability may be limited by applicable law with respect to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the filing enforcement of continuation statementscreditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing.

Perfected Priority Liens. As of the most recent Applicable Date, the security interests granted pursuant to this Agreement (i) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Administrative Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Administrative Agent based upon the information provided to the Collateral Administrative Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to the filing of continuation statements.

Perfected Priority Liens. As of the most recent Applicable Date, the The security interests granted pursuant to this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement (ia) upon completion of the filing of the Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations filings and other actions specified on Schedule 3 and (ii) upon completion of the filing of an appropriate notice with the United States Patent and Trademark Office 1 hereto (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to or prepared by the Collateral Agent in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (iform) and (ii) are sufficient to perfect the Collateral under Article 9 of the UCC, will constitute legal and valid perfected security interests in all of the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each such Grantor and any Persons purporting subject to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (2) general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity or at lawequity), and (b) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens. Such Uniform Commercial Code financing statementsAny reference in this Agreement or the other Indenture Documents to Permitted Liens is not intended to and should not be interpreted as subordinating or postponing, filings or as any agreement to subordinate or postpone, any Lien created herein or by any of the other Indenture Documents to any Permitted Lien, except to the extent explicitly set forth in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 (as of the most recent Applicable Date), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral in which the security interest may be perfected by such filing, recording or registration in the United States, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect to the filing of continuation statementsIntercreditor Agreement.

Perfected Priority Liens. As of (a) Except as will be taken on or before the most recent Applicable Closing Date, the security interests granted pursuant no other authorization or approval or other action by, and no notice to this Agreement or filing with, any Governmental Authority or any other Person, is required for (i) upon completion the due execution, delivery and performance by any Grantor of the filing of the Uniform Commercial Code financing statements (including fixture filingsthis Agreement, as applicable) or other appropriate filings, recordings or registrations and other actions specified on Schedule 3 and (ii) upon completion the grant by any Grantor of the filing security interest purported to be created hereby in the Collateral under the terms of an appropriate notice with this Agreement or (iii) the United States Patent exercise by the Collateral Agent of any of its rights and Trademark Office (whichremedies hereunder, except, in the case of all filings this clause (iii), as may be required in connection with any sale of any Pledged Interests by laws affecting the offering and sale of securities generally. No authorization or approval or other documents referred to on said Scheduleaction by, have been delivered and no notice to or prepared by filing with, any Governmental Authority or any other Person, is required for the Collateral Agent perfection of the security interest purported to be created hereby in completed and duly executed form to the extent applicable), to the extent such actions described under the foregoing clauses (i) and (ii) are sufficient to perfect the Collateral under Article 9 the terms of this Agreement but subject to the limitations on perfection contained in the Credit Agreement, except (A) for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the UCCfinancing statements described in Schedule 2 hereto, all of which financing statements, upon the due filing thereof, will constitute legal be in full force and valid perfected security interests in all effect, (B) with respect to the perfection of the Collateral security interest created hereby in favor of the Collateral AgentUnited States, Intellectual Property and Licenses, for the benefit recording of the Secured PartiesCopyright Security Agreement, the Trademark Security Agreement and/or Patent Security Agreement, substantially in the form of in the form of Exhibits A, B and C, as collateral security for the Secured Obligationsapplicable, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from any Grantor, except as enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and are prior to all other Liens on the Collateral except for Permitted Liens. Such Uniform Commercial Code financing statements, filings in the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, as described on Schedule 2, (C) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, for registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses described on Schedule 2 hereto, (D) with respect to any action that may be necessary to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights, the taking of such actions, (E) the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral and (F) the delivery and recordation of each document or other appropriate filings, recordings or registrations prepared by record included in the Collateral Agent based upon and Guarantee Requirements in the information provided Credit Agreement with respect to the Collateral Agent for filing in each applicable governmental, municipal or other office specified on Schedule 3 Real Estate Assets (as of the most recent Applicable Datesubclauses (A) - (F), are all each a “Perfection Requirement” and collectively, the filings“Perfection Requirements”). (b) This Agreement, recordings upon execution and registrations that are necessary to establish delivery, creates a legal, valid and perfected enforceable security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect the Collateral, as security for the Secured Obligations. The Perfection Requirements result in the perfection of all such security interests in the Collateral to the extent such Perfection Requirements are required by the terms of this Agreement and the other Loan Documents. To the extent required by the Collateral and Guarantee Requirements, such security interests are, or in the case of Collateral in which any Grantor obtains rights after the date hereof, will be, perfected, first priority security interest may be perfected by interests, subject in priority only to the Permitted Liens, and the recording of such filinginstruments of assignment and other Perfection Requirements described above. Subject to Section 6.26 of the Credit Agreement and the limitations set forth in this Agreement, recording such Perfection Requirements and such other actions necessary or registration desirable to perfect and protect such security interests in the United States, and no further Collateral have been made or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary, except as provided under applicable law with respect taken to the filing of continuation statementsextent reasonably requested or required by the Collateral Agent and in the manner contemplated by and subject to the limitations contained in the Collateral and Guarantee Requirements.