Common use of Necessary Filings Clause in Contracts

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions Except as set out forth in Annex A, Sections 11.19 (a) and (iib) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent Amended and Trademark Office or in the United States Copyright Office, as applicableRestated Credit Agreement, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest Security Interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will located in jurisdictions (save and except for any filings, registrations or recordings: (A) in respect of fixtures in the appropriate land registry office; and (B) in respect of any assignment of Crown debts (as that term is defined in the Financial Administration Act (Canada)) to which Part VII of the Financial Administration Act (Canada) applies), which filings, registrations or recordings the Obligor is not required to make) have been accomplished or will be accomplished within one Business Day from the Effective Date and upon such filings, registrations or recordations, the security interest Security Interest granted to the Collateral Agent pursuant to this Agreement hereby in and to the Collateral constitutes or will create constitute a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other such relevant law laws as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.created;

Necessary Filings. Upon (i) the filing Except as otherwise permitted by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicablethis Agreement, all filings, registrations registrations, recordings and recordings other actions reasonably necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons (other than the applicable First Priority Representative and, with respect to the Xxx Collateral, the collateral agent under the First Lien Notes Indenture to the extent set forth in the Xxx Intercreditor Agreement) therein and subject to no other Liens (other than Permitted LiensLiens permitted by Section 10.03 of the Loan Agreement) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the New York UCC), by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will (other than vehicles) have been accomplished or will be accomplished promptly upon the execution of this Agreement and the other Security Documents and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral (except for Instruments not required to be delivered to the Collateral Agent as contemplated by the parenthetical appearing in Section 3.6 hereof) creates or will create a perfected security interest therein prior to the rights of all other Persons therein (other than Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession, by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or and by filing a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished as of the Closing Date, subject to, with respect to the Specified Deposit Accounts, the execution of deposit account control agreements, and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates or will create create, as of the applicable date, a valid and, together with all such filings, registrations, recordings and other actions, perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (in each case, other than Permitted RC Asset Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by control (within the meaning of the UCC as in effect on the date hereof in the State of New York) or by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction jurisdiction, in each case other than as otherwise permitted by this Agreement or in the United States Patent and Trademark Office or in the United States Copyright OfficeCredit Agreement.

Necessary Filings. Upon (i) the filing Except as otherwise permitted by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicablethis Agreement, all filings, registrations registrations, recordings and recordings other actions reasonably necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons (other than the collateral agent under the First Lien Notes Indenture and, after the Pulitzer Debt Satisfaction Date, the First Priority Representative) therein and subject to no other Liens (other than Permitted LiensLiens permitted by Section 10.03 of the Credit Agreement) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the New York UCC), by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon Other than with respect to Excluded Spare Parts and the Account Collateral, upon (i) the filing by of this Security Agreement with the Collateral Agent of appropriate financing statements FAA in accordance with the applicable filing offices in Federal Aviation Act and the jurisdictions set forth in Annex A, regulations thereunder and (ii) any local filings under the filing of UCC that the appropriate Grants of Security Interest in the form of Annex I Collateral Agent shall reasonably deem necessary or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicableadvisable, all filings, registrations and recordings that the Collateral Agent shall reasonably deem necessary or appropriate advisable to create, preserve preserve, protect and perfect the security interest granted by such Assignor the Grantor to the Collateral Agent hereby in respect of the Collateral will have been accomplished or, as to Collateral to become subject to the security interest of this Security Agreement as provided herein from time to time after the date hereof, will be accomplished simultaneously with such Collateral being subject to the Lien of this Security Agreement, and the security interest granted to the Collateral Agent pursuant to this Security Agreement in and to the Collateral will create constitute a perfected security interest therein prior to the rights of all other Persons therein and therein, subject to no other Liens (other than Permitted Liens) ), and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or Federal Aviation Act and other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case subject to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent Intercreditor Agreement and Trademark Office or in the United States Copyright Officeany Other Intercreditor Agreement,.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished (or will be accomplished within the time periods set forth in the first sentence of Section 7.11(a) of the Credit Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or upon such filings will create create) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent PBGC hereby in respect of the Collateral will have been accomplished or will be accomplished forthwith, and the security interest granted to the Collateral Agent PBGC pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein (other than the First-Lien Collateral Agent) and subject to no other Liens (other than Permitted LiensLiens and filings registered or recorded with the United States Patent and Trademark Office with respect to which the underlying secured indebtedness has been paid in full) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing Except as otherwise permitted by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicablethis Agreement, all filings, registrations registrations, recordings and recordings other actions reasonably necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons (other than the collateral agents under the Pari Passu Credit Facility and in respect of the Revolving Credit Facility and, after the Pulitzer Debt Satisfaction Date, the First Priority Representative) therein and subject to no other Liens (other than Permitted LiensLiens permitted by Section 3.5 of the Indenture) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the New York UCC), by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of ----------------- appropriate financing statements in the applicable filing offices in the jurisdictions jurisdiction set forth in Annex AAnnexes A and B, and (ii) upon the filing of the appropriate Grants Assignments of Security Interest in the form of Annex I G or J H attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing execution and delivery by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions deposit bank for each Deposit Account set forth in Annex AF hereto of “control agreements” among such deposit bank, the Collateral Agent and (ii) the filing of the appropriate Grants of Security Interest relevant Assignor, substantially in the form of Annex I or J attached G-1 hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable(appropriately completed), all filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing The Security Interest granted by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted Obligor to the Collateral Agent pursuant to this Agreement in and to the Collateral will create for the benefit of the Collateral Agent and Secured Creditors creates a valid security interest and Lien upon the Obligor’s right, title and Interest to the Collateral and together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code PPSA or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or by filing a financing statement under the Uniform Commercial Code PPSA or other relevant law as enacted in any relevant jurisdiction or jurisdiction. Upon the recordation of the Confirmation of Security Interest in the United States Patent form of Schedule D in Registrable Intellectual Property with CIPO, together with the filings of financing statements under the PPSA made on or prior to the Effective Date, the Security Interest shall constitute a fully perfected Lien on, and Trademark Office or security interest in, all right, title and interest of the Obligor in the United States Copyright OfficeRegistrable Intellectual Property, in each case prior and superior in right to any other person (it being understood that subsequent recordings in CIPO may be necessary to perfect a Lien on Registrable Intellectual Property acquired by the Obligor after the date hereof).

Necessary Filings. Upon (i) Except as otherwise specified herein, in the filing DIP Credit Agreement, in the Final Order or in any other order made by the Collateral Agent of appropriate financing statements Bankruptcy Court in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicableU.S. Cases, all filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the Agreement Execution Date in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions Except as set out forth in Annex A, Sections 11.19 (a) and (iib) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicableCredit Agreement, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest Security Interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will located in jurisdictions (save and except for any filings, registrations or recordings: (A) in respect of fixtures in the appropriate land registry office; and (B) in respect of any assignment of Crown debts (as that term is defined in the FINANCIAL ADMINISTRATION ACT (Canada)) to which Part VII of the FINANCIAL ADMINISTRATION ACT (Canada) applies), which filings, registrations or recordings the Obligor is not required to make) have been accomplished or will be accomplished within one Business Day from the date hereof and upon such filings, registrations or recordations, the security interest Security Interest granted to the Collateral Agent pursuant to this Agreement hereby in and to the Collateral constitutes or will create constitute a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other such relevant law laws as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.created;

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor Grantor to the Collateral Agent hereby in respect of the Collateral will (other than motor vehicles) have been accomplished or will be accomplished promptly upon the execution of this Agreement and the other Security Documents and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral (except for Instruments and certificated Equity Interests not yet delivered to the Collateral Agent) creates or will create a perfected security interest therein prior to the rights of all other Persons therein (other than Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession, by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction and by filing a Grant of Security Interest in the respective form of Annex H, I or J hereto, as appropriate, attached hereto in the United States Patent and Trademark Office or in the United States Copyright OfficeOffice for each item of Registered Intellectual Property Collateral listed on Annex E, F or G, as applicable.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral have been accomplished (or, in the case of (i) any Collateral which has been moved as described in the last sentence in Section 2.5 of this Agreement, will have been accomplished within the time period provided in such sentence or (ii) all other Collateral, will have been accomplished on the Business Day immediately following the Effective Date) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing entry of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicableOrders, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Administrative Agent hereby in respect of the Collateral have been accomplished (or, in the case of (i) any Collateral which has been moved as described in the last sentence in Section 2.5 of this Agreement, will have been accomplished within the time period provided in such sentence or (ii) all other Collateral, will have been accomplished on the Business Day immediately following the Closing Date) and the security interest granted to the Collateral Administrative Agent pursuant to this Agreement in and to the Collateral will create creates a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished (other than any such actions necessary or appropriate to perfect such security interest in the Deposit Accounts) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions (and except with respect to the Deposit Accounts), a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be and, except with respect to the security interest in the Deposit Accounts, is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished or will be accomplished, in each case to the extent and within the time frames required by this Agreement and the Credit Agreement, and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create creates a valid and, together with all such filings, registrations, recordings and other actions, and subject to the Intercreditor Agreement, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex AAnnexes A and B attached hereto, and (ii) upon the filing of the appropriate Grants Assignments of Security Interest in the form of Annex I G or J H attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations and recordings necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations and recordings necessary or appropriate infoUSA Amended and Restated Security Agreement to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral will create a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon Except as expressly permitted by the Credit Agreement, (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished (or will be accomplished within the time periods set forth in the first sentence of Section 8.11(a) of the Credit Agreement) and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or upon such filings will create create) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected and is required to be perfected hereunder (x) by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), (y) by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or (z) by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon (i) the filing by the Collateral Agent of appropriate financing statements in the applicable filing offices in the jurisdictions set forth in Annex A, and (ii) the filing of the appropriate Grants of Security Interest in the form of Annex I or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, all All filings, registrations registrations, recordings and recordings other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral will have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or upon such filings will create create) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein to the extent a perfected security interest can be granted therein pursuant to the laws of the United States, which perfected security interest will be prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and will be is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected (i) by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), (ii) by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or (iii) by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as the case may be.

Necessary Filings. Upon Other than with respect to Excluded Spare Parts and the Account Collateral, upon (i) the filing by of this Security Agreement with the Collateral Agent of appropriate financing statements FAA in accordance with the applicable filing offices in Federal Aviation Act and the jurisdictions set forth in Annex A, regulations thereunder and (ii) any local filings under the filing of UCC that the appropriate Grants of Security Interest in the form of Annex I Collateral Agent shall reasonably deem necessary or J attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicableadvisable, all filings, registrations and recordings that the Collateral Agent shall reasonably deem necessary or appropriate advisable to create, preserve preserve, protect and perfect the security interest granted by such Assignor the Grantor to the Collateral Agent hereby in respect of the Collateral will have been accomplished or, as to Collateral to become subject to the security interest of this Security Agreement as provided herein from time to time after the date hereof, will be accomplished simultaneously with such Collateral being subject to the Lien of this Security Agreement, and the security interest granted to the Collateral Agent pursuant to this Security Agreement in and to the Collateral will create constitute a perfected security interest therein prior to the rights of all other Persons therein and therein, subject to no other Liens (other than Permitted Liens) ), and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or Federal Aviation Act and other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case subject to the extent that the Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or in the United States Patent Intercreditor Agreement and Trademark Office or in the United States Copyright Office.any Other Intercreditor Agreement,