PTO Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Closing Date).

PTO Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each(in each case, as defined in the Security Agreement) issued, registered or applied for with the United States Patent and Trademark Office andor Copyrights (as defined in thesuch Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the Collateral Agent’sestablish a Lien on registered Patents, TrademarksPatents and Copyrights acquired by the grantors thereof after the Closing Date).

When, if applicable, the Intellectual PropertyPatent Security Agreements and the Trademark Security Agreements are properly filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed in the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by theGuaranty and Security Agreement shall constitute fully perfected Liens on, and security interestsinterest in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as definedLoan Parties in the Security Agreement) registeredPatents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registeredregistering a security agreement, financing statement or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordingsanalogous document in the United States Patent and Trademark Office andor the United States Copyright Office may be necessaryOffice, as applicable, in each case prior and superior in right to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Closing Date).any other Person.

When the Intellectual Propertyfilings in subsection # of this Section are made and when, if applicable, the Patent Security Agreements and the Trademark Security Agreements are properly filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed in the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Lienseach Lien created byunder the Security Agreement shall constitute a fully perfected LiensLien on, and security interestsinterest in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as definedCredit Parties in the Security Agreement) registeredPatents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registeredregistering a security agreement, financing statement or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordingsanalogous document in the United States Patent and Trademark Office andor the United States Copyright Office may be necessaryOffice, as applicable, in each case prior and superior in right to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Closing Date).any other Person.

Upon the recordation of the Intellectual Property Security Agreements are properly filedwith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in [Section 4.21(a)], the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office and theor United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other Person, but subject to noPermitted Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office andor the United States Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrightsa security interest in such Intellectual Property acquired by the grantors thereofCredit Parties after the Closing Date).

The Intellectual Property Security Agreements are properlyeffective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Intellectual Property Security Agreements) and, when financing statements in appropriate form are filed in the applicable filing offices under the applicable UCC and the Intellectual Property Security Agreement are recorded with the United States Patent and Trademark Office andor the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security AgreementAdministrative Agent shall constitutehave fully perfected Liens on, and security interestsinterest in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as definedsuch portion of such Collateral in which a security interest may be perfected by the recordation of the Intellectual Property Security Agreement) registered or applied forAgreements with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be,such Offices, in each case prior in right to any other Lien, other than, subject to nothe Intercreditor Agreement, Permitted Liens other than Liens permitted hereunderthat have priority as matter of Legal Requirement (it being understood that subsequent recordings in the United States Patent and Trademark Office andor the United States Copyright Office may be necessary to perfect thea security interest in such Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereofLoan Parties after the Closing Date).

When # financing statements in appropriate form are filed in the Intellectual Propertyoffices specified on [Schedule 9] to the Security Agreements are properlyAgreement (as updated in accordance with the terms hereof), and # with respect to US registered copyrights, US patents and patent applications, and US registered trademarks and trademark applications, when the Security Agreement or one or more of the short forms thereof is filed in the USPTO or the USCO, as applicable, the Liens created by such Security Agreement shall constitute in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be,Intellectual Property Collateral, in each case subjectcase, if and to no Liens other than Liens permitted hereunder (it being understood that subsequent recordingsthe extent a security interest in the United States Patent and Trademark Office and the United States Copyright Office maysuch Intellectual Property Collateral can be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquiredperfected by the grantors thereof after the Closing Date).such filings.