Common use of Perfected Security Interests Clause in Contracts

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the delivery thereof to the Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement. (b) Notwithstanding anything to the contrary herein, no Debtor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code as enacted in the relevant States of such Debtors, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than the one in which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of “possession” or “control” (each as defined in the delivery thereof to UCC) by the Agent thereof and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and acquisition, (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, acquisition and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement. (b) Notwithstanding anything to the contrary herein, no Debtor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code as enacted in the relevant States jurisdictions of formation or incorporation of such Debtors, (ii) filings with the United States’ governmental offices States Patent and Trademark Office and/or the United States Copyright Office with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession or control by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than the one in which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,000100,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent (x) any control or similar agreements with respect to such Debtor’s deposit accounts, securities accounts or commodities accounts or (y) any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the delivery thereof to the Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement. (b) Notwithstanding anything to the contrary herein, no Debtor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code as enacted in the relevant States of such Debtors, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than the one in which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,00010,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.

Perfected Security Interests. (a) Subject to the limitations set forth in clause (b) of this Section 3.5, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the delivery thereof to the Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereof, within the one-month period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant to the laws of any other jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement. (b) Notwithstanding anything to the contrary herein, no Debtor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code as enacted in the relevant States of such Debtors, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign Canadian filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Loan Party is then organized, Canada and (y) a foreign (including in any province or territory of Canada) pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by , in the laws case of a jurisdiction other than material Investment by any Debtor where United States law (or the one in which law of any applicable State or instrumentality thereof) would not recognize a Loan Party is then organized perfected lien on such Investment or the assets or interests of any Debtor relating thereto and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,00010,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee.

Perfected Security Interests. (a) Subject The Company shall deliver or cause to be delivered to the limitations set forth in clause (b) of this Section 3.5Trustee on the Closing Date, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral (with respect to perfection, as to which perfection may be obtained by the filing or other actions described in this Section 3.5(a)) in favor of the Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) the filing of financing statements naming each Debtor as debtor and the Agent as secured party and describing the Collateral in the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the delivery thereof to the Agent and the filing of the financing statements referred to in clause (A), and/or (C) in the case of Registered Intellectual Property included in the Collateral, the completion of the filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired that portion of the Collateral consisting of Capital Stock of certain of the Company's Foreign Subsidiaries (as required by the Security Documents), within 120 days after the date hereof, within the three-month period commencing as of the date of such acquisition and Closing Date (y) with respect to Copyrights, in the United States Copyright Office within the one-month period commencing as of the date hereof or, in the case of Copyrights acquired after the date hereofGoodyear Thailand and Goodyear Brazil, within the one-month such longer period commencing as of the date of such acquisition, and (z) otherwise as may be required pursuant reasonable under the circumstances), evidence satisfactory to the laws Trustee (which, if permitted by the TIA, may consist of any an Officers' Certificate or other jurisdiction certificate of the Company) of (1) the completion and effectiveness of all filings, recordings, registrations and other actions required by the Security Documents to perfect the extent that a security interest may Pari Passu Liens created by, or intended to be created by, and required to be perfected by pursuant to, the Security Documents in favor of the Holders of the Securities and (2) the full payment of all filing fees, taxes and other amounts payable in connection with such filings, registrations and recordings, registrations (unless such amounts payable are not accepted at the time of such filings, recordings, registrations or other actions and are otherwise billed to the Company) and the receipt by the Trustee of evidence satisfactory to it of such payments and related actions (ii) are prior to all which may consist of an Officers' Certificate or other Liens on the Collateral other than Liens permitted by Section 6.02 certificate of the Credit AgreementCompany). (b) Notwithstanding anything In the event that the Company has not provided evidence of the perfection of the Pari Passu Liens in the Capital Stock of the Company's Foreign Subsidiaries as required by Section 4.12(a) (a "Perfection Non-compliance"), the Company shall pay additional cash interest on the Securities at a rate of 1.0% per annum for the period commencing on the first date of a Perfection Non-compliance and ending on the date all Perfection Non-compliance has been cured; provided that the annual interest rate borne by the Securities will be increased by an additional 0.25% per annum every 90 days, up to a maximum of 2.0% per annum, until the contrary hereinPerfection Non-compliance has been cured; provided further that if the annual interest rate borne by the Securities has been increased by 2.0% per annum due to a Perfection Non-compliance, no Debtor the annual interest rate borne by the Securities shall be permanently increased by 0.25% per annum upon curing of all such Perfection Non-compliance. The Company shall not be required to perfect comply with any of the security interests created hereby by obligations set forth in this Section 4.12 during any means other than (i) filings Suspension Period and no additional interest shall accrue on the Securities pursuant to the Uniform Commercial Code as enacted in the relevant States of this Section 4.12 during any such Debtors, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) foreign filings and agreements may be required by the Agent in the case of any Collateral located in a jurisdiction in which a Loan Party is then organized, (y) a foreign pledge or security agreement may be required, in the reasonable discretion of the Agent; provided that no such agreement shall be required to be governed by the laws of a jurisdiction other than the one in which a Loan Party is then organized and (z) any commercial tort claim of a Debtor where the amount in controversy is equal to or exceeds $50,000,000, individually, shall be required to be perfected. Additionally, no Debtor shall be required to obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or baileeSuspension Period.