Common use of The Security Documents Clause in Contracts

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors in the Security Agreement Collateral described therein, as collateral security for the payment and performance of the Loans and the other Obligations, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective, under applicable law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such Security Agreement in U.S. Patents and Trademarks and the recordation of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors in the copyrights covered by such Security Agreement in U.S.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower respective Credit Parties in the Collateral described therein and the Subsidiary Guarantors in the Security Agreement Collateral described thereinAgent, as collateral security for the payment and performance benefit of the Loans and the other ObligationsSecured Creditors, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, has a fully (and to the extent required by the Security Agreement) perfected first lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective, under applicable federal and state law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such the Security Agreement in U.S. Patents and Trademarks and the recordation filing of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective under federal and state law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute first perfected security interests in the copyrights covered by such Security Agreement Pledged Securities described in U.S.the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Obligors in the Security Agreement Collateral described therein, as collateral security and the Collateral Agent, for the payment and performance benefit of the Loans and the other ObligationsSecured Creditors, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, has a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, which security interest shall be subject to no free and clear of all other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Agreement Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effectiveAgreement, under applicable law, to perfect the security interestwill create, as collateral may be perfected by such filings and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors interest in the United States trademarks and patents covered by such the Security Agreement in U.S. Patents and Trademarks Agreement, and the recordation of the Grant of Security Agreement Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interestAgreement, will create, as collateral may be perfected by such filings and recordation, a perfected security for interest in the payment and performance United States copyrights covered by the Security Agreement. (b) The security interests created in favor of the Loans and the other ObligationsCollateral Agent, granted to the Collateral Agent as Pledgee, for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute first priority perfected security interests in the copyrights covered by such Security Pledge Agreement Collateral described in U.S.the Pledge Agreement, free and clear of all other Liens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement.

The Security Documents. (a) The provisions of the U.S. Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Credit Parties party thereto in the U.S. Security Agreement Collateral described therein, as collateral security for subject to the payment and performance provisions of the Loans and the other ObligationsU.S. Security Agreement, and the Security AgreementCollateral Agent, upon for the filing benefit of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement)Secured Creditors, creates, has a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest in all of the U.S. Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Assignment of Security Agreement Interest in U.S. Patents and Trademarks in the form attached to the U.S. Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the U.S. Security Agreement are effective, under applicable law, to perfect the security interestwill create, as collateral may be perfected by such filing and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such the U.S. Security Agreement in U.S. Patents and Trademarks and the recordation of the Assignment of Security Agreement Interest in U.S. Copyrights in the form attached to the U.S. Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the U.S. Security Agreement are effective under federal law to perfect the security interestwill create, as collateral may be perfected by such filing and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent in the copyrights covered by the U.S. Security Agreement. Except for filings made pursuant to Section 5.12 on or prior to the Restatement Effective Date, no additional filings with respect to the U.S. Security Agreement are required at the time of, or in connection with the occurrence of, the Restatement Effective Date. (b) Subject to the terms of the U.S. Pledge Agreement, the security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors under the U.S Pledge Agreement constitute first priority perfected security interests in the copyrights covered Pledged Securities described in the U.S. Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities under the U.S. Pledge Agreement. (c) Subject to the terms of the Mortgages (as amended by the Mortgage Amendments in the case of the Original Mortgages), the Mortgages create, for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third persons (except that the security interest and mortgage lien created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Schedule III contains a true and complete list of each parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Restatement Effective Date, and the type of interest therein held by Holdings or such Subsidiary. Holdings and each of its Subsidiaries have good and marketable title to all fee-owned Real Property and valid leasehold title to all Leaseholds, in each case free and clear of all Liens except Permitted Liens. (d) Subject to the terms of the respective U.K. Security Agreement Documents, the security interests created in U.S.favor of the Collateral Agent, as Chargee, for the benefit of the Secured Creditors under the U.K. Security Documents constitute first priority perfected security interests in the assets charged pursuant to the U.K. Security Documents, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the assets charged pursuant to the U.K. Security Documents other than the filing of the U.K. Security Documents together with duly completed Companies Forms M395 with the Registrar of Companies in England and Wales within 21 days of the date of those documents (which filings, if this representation is made at any time after the 21st day following the Restatement Effective Date, have been made).

The Security Documents. (a) The security interests created under each Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described therein, superior to and prior to the rights of all third Persons (other than those in favor of the ABL Collateral Agent under the ABL Security Documents), and subject to no security interests of any other Person other than Permitted Liens. (b) The provisions of the each U.S. Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Credit Parties in the Security Agreement Collateral described therein, as collateral security for the payment and performance of the Loans and the other Obligations, and the Security Agreementand, upon the proper filing of Form UCC-1 UCC financing statements statements, registrations, recordings and other actions (including, without limitation, the recordation of (x) grants of security interest in United States Patents and United States Trademarks, in each case in the United States Patent and Trademark Office and (y) grants of security interest in United States Copyrights with the United States Copyright Office), necessary or appropriate to create, preserve and perfect the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed security interest granted to the extent required contemplated by the U.S. Security AgreementDocuments (which filings, registrations, recordings and other actions have been accomplished), createsthe Collateral Agent, for the benefit of the Secured Creditors, will have a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that such Security Agreement Collateral consists of the type of property in which a security interest shall may be perfected by possession or control (within the meaning of the UCC as in effect on the Effective Date in the State of New York), by filing a financing statement under the UCC as enacted in any relevant jurisdiction or by a filing of a grant of security interest in the United States Patent and Trademark Office or in the United States Copyright Office, in each case, subject to the exceptions contained in the relevant Credit Document, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. . (c) The recordation provisions of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the each European Security Agreement are effective, under applicable law, effective to perfect the security interest, as collateral security for the payment and performance create in favor of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors Creditors, a legal, valid and enforceable security interest in all right, title and interest of the trademarks and patents covered by such Security Agreement Credit Parties in U.S. Patents and Trademarks and the recordation of the Security Agreement in U.S. Copyrights with Collateral described therein, and, upon the United States Copyright Office together with filings on Form UCC-1 made pursuant registrations, recordings and other actions necessary or appropriate to the Security Agreement are effective under federal law to create, preserve and perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the extent contemplated by the European Security Documents (which filings, registrations, recordings and other actions have been accomplished), the Collateral Agent Agent, for the benefit of the Secured Creditors Creditors, will have a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, superior to and prior to the rights of all third Persons, and subject to no other Liens other than Permitted Liens. (d) If any Mortgage is executed and delivered in accordance with Sections 8.12 and/or 5.12, upon the proper filing of each such Mortgage in the copyrights covered by appropriate filing office, each such Security Agreement Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in U.S.and charge and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security, charge and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto and, in the case of any U.S. Mortgaged Property, Liens permitted pursuant to Section 9.01(xviii)) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security Agreement Documents (other than the Pledge Agreements) are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower respective Credit Parties in the Collateral described therein and the Subsidiary Guarantors in the Security Agreement Collateral described thereinAgent, as collateral security for the payment and performance benefit of the Loans and the other ObligationsSecured Creditors, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, has a fully (and to the extent required by the Security Agreement) perfected first lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective, under applicable federal and state law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such the Security Agreement in U.S. Patents and Trademarks and the recordation filing of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective under federal and state law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee for the benefit of the Secured Creditors Creditors, under the Pledge Agreements constitute first perfected security interests in the copyrights covered by such Security Agreement Pledged Securities described in U.S.the Pledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreements.

The Security Documents. (a) The provisions of the Security Agreement Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Credit Parties in the Collateral (as described in each such Security Agreement Collateral described therein, as collateral security for the payment and performance of the Loans and the other ObligationsDocument), and the Security AgreementCollateral Agent, upon for the filing benefit of Form UCC-1 financing statements or the appropriate equivalent Secured Creditors, has (which filings have been made) or other methods of perfection (which have been completed to the extent required by provided in the Security Agreement), creates, a fully (and to the extent required by the respective Security Agreement) a fully perfected first lien on, and security interest in, in all right, title and interest in all of the Collateral (as described in each such Security Agreement Collateral described thereinDocument), which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Agreement Interest in U.S. Patents Patents, if applicable, and Trademarks (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the U.S. Security Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the U.S. Security Agreement are effectiveAgreement, under applicable law, to perfect the security interestwill create, as collateral may be perfected by such filings and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors interest in the United States trademarks and patents covered by such the U.S. Security Agreement in U.S. Patents and Trademarks Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the U.S. Security Agreement in U.S. Copyrights with the United States Copyright Office Office, together with filings on Form UCC-1 made pursuant to the U.S. Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the U.S. Security Agreement. The recordation of the Confirmation of Security Interest in the form attached to the Canadian Security Agreement are effective under federal law in the Canadian Intellectual Property Office, together with the PPSA filings made pursuant to perfect the security interestCanadian Security Agreement, will create, as collateral may be perfected by such filings and recordation, a perfected security for interest in the payment Canadian trademarks, patents and performance copyrights covered by the Canadian Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the Loans and the other ObligationsCollateral Agent, granted to the Collateral Agent as Pledgee, for the benefit of the Secured Creditors Creditors, constitute perfected (to the extent provided in the copyrights covered by Pledge Agreement) security interests in the Collateral (as described in the Pledge Agreement), subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Collateral under the Pledge Agreement other than with respect to that portion of the Collateral constituting a “general intangible” under the UCC. (c) Each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable and, upon recordation, perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such Security Agreement in U.S.other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto).

The Security Documents. (a) The provisions of the Security ---------------------- Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower respective Credit Parties in the Collateral described therein and the Subsidiary Guarantors in the Security Agreement Collateral described thereinAgent, as collateral security for the payment and performance benefit of the Loans and the other ObligationsSecured Creditors, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, has a fully (and to the extent required by the Security Agreement) perfected first lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective, under applicable federal and state law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents patents, if any, covered by such the Security Agreement in U.S. Patents and Trademarks and the recordation filing of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective under federal and state law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute first perfected security interests in the copyrights covered by such Security Agreement Pledged Securities described in U.S.the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Creditors Creditors, has a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Credit Parties in the Security Agreement Collateral described therein, as collateral therein to the extent that a security for interest can be created therein under the payment and performance of the Loans and the other ObligationsUCC, and the Security AgreementCollateral Agent, upon for the filing benefit of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement)Secured Creditors, creates, has a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest of the Credit Parties in all of the Security Agreement Collateral described therein, which (to the extent such security interest shall can be perfected by filing a UCC-1 financing statement or, to the extent required by the Security Agreement, by taking possession of the respective Security Agreement Collateral), subject to no other Liens other than Permitted Liens. The In addition, the recordation of the Grant of Security Agreement Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effectiveAgreement, under applicable law, to perfect the security interestwill create, as collateral may be perfected by such filing and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors interest in the United States trademarks and patents covered by such the Security Agreement and specifically identified in U.S. Patents and Trademarks such Grant and the recordation of the Grant of Security Agreement Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interestAgreement, will create, as collateral may be perfected by such filing and recordation, a perfected security for interest in the payment United States copyrights covered by the Security Agreement and performance specifically identified in such Grant. (b) The security interests created in favor of the Loans and the other ObligationsCollateral Agent, granted to the Collateral Agent as pledgee, for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute perfected security interests in the copyrights covered by such Security Pledge Agreement Collateral, subject to no security interests of any other Person. Except to the extent made on or prior to the Effective Date, no filings or recordings are required to perfect (or maintain the perfection of) the security interests created in U.S.the Pledge Agreement Collateral.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors Credit Parties in the Security Agreement Collateral described therein, as collateral security and the Collateral Agent, for the payment and performance benefit of the Loans and Secured Creditors, has a fully perfected first (or, in the other Obligationscase of the "Collateral" under, and as defined in, the Security Vendor Financing Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been madea second) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Agreement Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the form attached to the Security Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effectiveAgreement, under applicable law, to perfect the security interestwill create, as collateral may be perfected by such filings and recordation, a perfected security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors interest in the United States trademarks and patents covered by such the Security Agreement in U.S. Patents and Trademarks Agreement, and the recordation of the Grant of Security Agreement Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interestAgreement, will create, as collateral may be perfected by such filings and recordation, a perfected security for interest in the payment and performance United States copyrights covered by the Security Agreement. (b) The security interests created in favor of the Loans and the other ObligationsCollateral Agent, granted to the Collateral Agent as Pledgee, for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute first priority perfected security interests in the copyrights covered by such Security Pledge Agreement Collateral described in U.S.the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower and the Subsidiary Guarantors in the Security Agreement Collateral described therein, as collateral security for the payment and performance of the Loans and the other Obligations, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, a fully (and to the extent required by the Security Agreement) perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective, under applicable law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such Security Agreement in U.S. Patents and Trademarks and the recordation of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent for the benefit of the Secured Creditors in the copyrights covered by such Security Agreement in U.S.U.S. Copyrights. Each of the Borrower and each Subsidiary Guarantor has good and marketable title to all Security Agreement Collateral pledged by it under the Security Agreement, free and clear of all Liens except those described above in this clause (a) and except for Permitted Liens.

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Borrower respective Credit Parties in the Collateral described therein and the Subsidiary Guarantors in the Security Agreement Collateral described thereinAgent, as collateral security for the payment and performance benefit of the Loans and the other ObligationsSecured Creditors, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings have been made) or other methods of perfection (which have been completed to the extent required by the Security Agreement), creates, has a fully (and to the extent required by the Security Agreement) perfected first lien Lien on, and security interest in, all right, title and interest of the respective Credit Parties, in all of the Security Agreement Collateral described therein, which security interest shall be subject to no other Liens other than Permitted Liens. The recordation of the Security Agreement in U.S. Patents and Trademarks in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective, under applicable federal and state law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent for the benefit of the Secured Creditors in the trademarks and patents covered by such the Security Agreement in U.S. Patents and Trademarks and the recordation filing of the Security Agreement in U.S. Copyrights with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement are will be effective under federal and state law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and merchantable title to all Collateral described therein, free and clear of all Liens except those described above in this clause (a). (b) The security interests created in favor of the Collateral Agent, as Pledgee for the benefit of the Secured Creditors Creditors, under the Pledge Agreement constitute first perfected security interests in the copyrights covered by such Security Pledge Agreement in U.S.Collateral, subject to no security interests of any other