Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The Upon entry of the Interim Order (or the Final Order, as applicable) by the Bankruptcy Court (in the case of the Debtors only), the security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such scheduleschedule (which shall not include any filings or actions with respect to Designated Collateral), have been delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, and (v) all appropriate filings having been made with the United States Copyright Office and (vi) or the receipt United States Patent & Trademark Office, in each case, to the extent required by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligationthis Agreement. Such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens Lien by operation of law or otherwise as permitted hereunder or under the Credit AgreementAgreement and the Orders.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall (other than in (x) Proceeds, to the extent such a security interest may be perfected under the UCC only by possession and (y) Vehicles) will constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or achieved by filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (iii) the execution of Control Account Agreements substantially in the form of Annex 2 (with such changes as may be agreed to by the Administrative Agent) with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter Lockbox Agreements with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) heretoAccounts, (v) all appropriate filings having been made with the United States Copyright Office and the United States Patent and Trademark Office, (vi) the receipt by the Collateral Agent compliance with applicable perfection requirements, if any, of the laws of jurisdictions other than the United States or Canada and (vii) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person with in respect thereof, except to each Letter-of-the extent that such Letter of Credit Right that is not a Supporting ObligationObligation for any Collateral. Such security interests shall interest will be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to the Original Security Agreement and this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, and (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting ObligationOffice. Such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Collateral Administrative Agent’s Liens Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) subject to the terms of the Intercreditor Agreement, the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Securities Account Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all Deposit Accounts (subject to Section 4.10 (Deposit Accounts; Control Accounts)) of a Grantor as specified in Section 4.7(a)(i) hereto, and (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting ObligationOffice. Such security interests interest shall be prior to all other Liens on the Collateral except for Liens granted to the First Lien Agent pursuant to the First Lien Pledge and Security Agreement and Customary Permitted Liens having priority over the Collateral Agent’s Liens 's Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. Such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Liens by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of a Blocked Deposit Account Letter Control Agreements with respect to all Deposit Accounts of (other than the Cash Collateral Account) required to be subject to a Grantor as specified in Section 4.7(a)(i) hereto, perfected security interest hereunder and (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting ObligationOffice. Such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens 's Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC UCC, or in which a security interest may be perfected by filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such scheduleschedule that are required to be executed and delivered by a Grantor, have been delivered to the Collateral Administrative Agent in properly completed and duly executed or authenticated form), (ii) in the delivery to the Collateral Agent case of all Collateral consisting of Instruments and Certificated SecuritiesSecurities to be pledged pursuant to the terms of this Agreement, the Administrative Agent taking possession of such Instruments and Certificated Securities in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, blank and (iii) in the execution case of Control Account Agreements any PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION Copyrights registered with respect the United States Copyright Office and for which the Grantors are required to Investment Property not in certificated formprovide a copyright security agreement or IP Security Agreement Supplement pursuant to Section 4.7 (i) and (j), (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligationsuch Copyrights. Such Upon taking the applicable action set forth in clauses (i), (ii), or (iii) above, such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens Lien by operation of law Law or otherwise as permitted hereunder or under the Credit Agreement.

Perfection and Priority. The security interests interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interests interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed authorized form), (ii) the delivery to the Collateral Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated SecuritiesSecurities required to be delivered to the Administrative Agent by the terms hereof, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, blank and (iii) in the execution case of Control Account Agreements all Collateral in which a security interest may be perfected by filing with respect to Investment Property not in certificated formthe United States Copyright Office, (iv) the execution recordation of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (v) all appropriate filings having been made with the United States Copyright Office and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting ObligationOffice. Such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement. Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States of America for the purpose of perfecting the security interest in any Collateral (to which Article 9 of the applicable UCC is applicable) of such Grantor constituting Patents, Trademarks or Copyrights or any other assets.

Perfection and Priority. The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Administrative Agent in the Collateral (other than (A) Letters of Credit Rights not constituting Supporting Obligations, (B) cash or Cash Equivalents held in any Deposit Accounts other than any Cash Collateral Account, (C) Securities held in any Securities Accounts and (D) Vehicles) for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (which, in the case Filings) and payment of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form)filing fees, (ii) the delivery execution of a control agreement executed by the Grantor, the Administrative Agent and Citibank, N.A. with respect to the “Citicorp USA, Inc. – [Affiliated Computer Services, Inc.] Cash Collateral Agent of all Collateral consisting of Instruments Account”, which agreement shall be in form and Certificated Securities, in each case properly endorsed for transfer substance reasonably satisfactory to the Collateral Administrative Agent or in blank, and (iii) in the execution case of Control Account Agreements with respect to Investment Property not in certificated formCopyrights, (iv) the execution of a Blocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) heretoTrademarks and Patents, (v) all appropriate filings with respect thereto having been made with the United States Copyright Office or with the United States Patent and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting ObligationTrademark Office, as applicable. Such security interests interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Liens Lien by operation of law or otherwise as permitted hereunder or under the Credit Agreement.