AND TO THE
EXTENT THAT THE SECURITY INTEREST OF THE COLLATERAL AGENT IN INTELLECTUAL
PROPERTY CAN BE PERFECTED BY RECORDING THE TRADEMARK SECURITY AGREEMENT, THE
PATENT SECURITY AGREEMENT OR THE COPYRIGHT SECURITY AGREEMENT, AS THE CASE MAY
BE, WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE OR THE UNITED STATES
COPYRIGHT OFFICE, FOR THE SECURITY INTERESTS GRANTED HEREUNDER IN COLLATERAL
CONSISTING OF U.S. PATENTS, U.S. TRADEMARKS, AND U.S. COPYRIGHTS THAT ARE, IN
EACH CASE, SET FORTH ON SCHEDULE 5.2, IF SUCH SECURITY
15
INTERESTS ARE TIMELY AND PROPERLY RECORDED IN THE UNITED STATES PATENT AND
TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE, AS APPLICABLE, THE
SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT HEREUNDER IN SUCH U.S.
COPYRIGHTS, U.S. PATENTS AND U.S. TRADEMARKS SHALL CONSTITUTE VALID, PERFECTED,
SECOND PRIORITY LIENS (SUBJECT, IN THE CASE OF PRIORITY ONLY, TO PERMITTED
LIENS); AND
(C)
ON THE CLOSING DATE, NO AUTHORIZATION, CONSENT, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY OR ANY OTHER PERSON IS REQUIRED FOR THE EXERCISE BY COLLATERAL
AGENT OF ANY RIGHTS OR REMEDIES IN RESPECT OF ANY COLLATERAL (OTHER THAN PLEDGED
EQUITY INTERESTS ISSUED BY A FOREIGN SUBSIDIARY, FOREIGN INTELLECTUAL PROPERTY,
FOREIGN DEPOSIT ACCOUNTS OR ACCOUNTS MAINTAINED WITH FOREIGN SECURITIES
INTERMEDIARIES) (WHETHER SPECIFICALLY GRANTED OR CREATED HEREUNDER OR CREATED OR
PROVIDED FOR BY APPLICABLE LAW), EXCEPT (1) FOR THE FILINGS CONTEMPLATED BY
CLAUSES (A) AND (B) ABOVE, (2) AS MAY BE REQUIRED, IN CONNECTION WITH THE
DISPOSITION OF ANY INVESTMENT RELATED PROPERTY, BY LAWS GENERALLY AFFECTING THE
OFFERING AND SALE OF SECURITIES, (3) FOR AUTHORIZATIONS, CONSENTS OR APPROVALS
THAT HAVE BEEN OBTAINED, (4) FOR ACTIONS REQUIRED WITH RESPECT TO RECEIVABLES
WHERE THE GOVERNMENT OF THE UNITED STATES, ANY AGENCY OR INSTRUMENTALITY
THEREOF, ANY STATE OR MUNICIPALITY OR ANY FOREIGN SOVEREIGN IS AN ACCOUNT
DEBTOR, (5) FOR ACTIONS REQUIRED (A) PURSUANT TO THE TERMS OF AGREEMENTS THE
COLLATERAL AGENT HAS ENTERED INTO WITH ANY LANDLORD, WAREHOUSEMAN, BAILEE OR
OTHER THIRD PARTY, (B) WITH RESPECT TO COLLATERAL PERMITTED UNDER THE CREDIT
DOCUMENTS TO BE IN THE POSSESSION OF THIRD PARTIES OR (C) WITH RESPECT TO
COLLATERAL CONSTITUTING TIMBER SUBJECT TO TIMBER DEEDS, AUTHORIZATIONS,
CONSENTS, APPROVALS OR ACTIONS BY, OR NOTICES TO OR FILINGS WITH, THE OWNER OF
THE REAL PROPERTY WHERE SUCH TIMBER IS LOCATED, (6) FOR ACTIONS REQUIRED
PURSUANT TO THE TERMS OF ANY AGREEMENT CONFERRING CONTROL ON THE COLLATERAL
AGENT OR ANY OF ITS SUB-AGENTS, (7) AUTHORIZATIONS, CONSENTS, APPROVALS OR OTHER
ACTIONS BY, OR NOTICES TO OR FILINGS WITH, HOLDERS OF PERMITTED LIENS,
(8) AUTHORIZATIONS, CONSENTS, APPROVALS OR OTHER ACTIONS BY, OR NOTICES TO OR
FILINGS WITH, THIRD PARTIES WITH RESPECT TO RIGHTS IN COLLATERAL OR OBLIGATIONS
TO A SECURED PARTY WHICH ARE NOT RENDERED INEFFECTIVE PURSUANT TO SECTIONS
9-406, 9-407, 9-408 OR 9-409 OF THE UCC (OR ANY SUCCESSOR PROVISION OR
PROVISIONS) OF ANY RELEVANT JURISDICTION OR ANY OTHER APPLICABLE LAW (INCLUDING
THE BANKRUPTCY CODE) OR PRINCIPLES OF EQUITY, (9) AS MAY BE REQUIRED BY THE
APPLICABLE