Common use of Necessary Filings Clause in Contracts

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all filings, registrations, recordings and 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 have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, registrations and recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent for the benefit of the Secured Creditors (excluding the Senior [Subordinated] Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Senior [Subordinated] Secured Notes Collateral by any Assignor) hereby in respect of the Collateral have been accomplished or (x) in the case of Collateral for which it is necessary to file a UCC-1 financing statement in order to perfect a security interest in such Collateral, such filings will be accomplished within 10 days following the Original Effective Date (or to the extent such Collateral is acquired after the Original Effective Date, within 10 days following the date of the acquisition of such Collateral) and (y) in the case of Collateral for which a certificate of title has been issued and for which it is necessary to record a security interest upon such certificate of title in order to perfect a security interest in such Collateral, such recordings will be accomplished within 90 days following the Original Effective Date (or to the extent such Collateral is acquired after the Original Effective Date, within 90 days following the date of the acquisition of such Collateral) or such later date as the Collateral Agent shall determine in its sole discretion, and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates constitutes (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments Collateral subject to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, clauses (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, and (y) letter-of-credit rights that do not constitute Supporting Obligationsabove, upon the completion of the actions described in Section 3.10 hereof and (zcompliance with such clauses, will constitute) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, registrations and recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent for the benefit of the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor) hereby in respect of the Collateral (other than Excluded Deposit Accounts) have been accomplished (or, in the case of Collateral for which it is necessary to file a UCC-1 financing statement in order to perfect a security interest in such Collateral, such filings will be accomplished within 10 days following the Restatement Effective Date (or to the extent such Collateral is acquired after the Restatement Effective Date, within 10 days following the date of the acquisition of such Collateral)), and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (other than Excluded Deposit Accounts) constitutes (or, in the case of Collateral referred to in the second parenthetical in clause (ui) Patents, Copyrights, Marks and Domain Namesabove, upon compliance with the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery requirements of such Instruments or money to the Collateral Agentparenthetical, (wwill constitute) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal Subject to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason Section 13.19 of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral DocumentsCredit Agreement, all filings, registrations, recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor) hereby in respect of the Collateral (other than Excluded Unperfected Tractor Trailer Collateral) have been accomplished or (x) in the case of Collateral for which it is necessary to file a UCC-1 financing statement (or appropriate local equivalent) in order to perfect a security interest in such Collateral, such filings will be accomplished within the time limits set forth in Section 13.19 of the Credit Agreement (or to the extent such Collateral is acquired after the Initial Borrowing Date, within 10 days following the date of the acquisition of such Collateral), (y) in the case of Collateral (other than Excluded Unperfected Tractor Trailer Collateral) for which a certificate of title has been issued and for which it is necessary to record a security interest upon such certificate of title in order to perfect a security interest in such Collateral, such recordings will be accomplished within the time limits set forth in Section 13.19 of the Credit Agreement (or to the extent such Collateral is acquired after the Initial Borrowing Date, within 45 days following the date of the acquisition of such Collateral) or such later date as the Collateral Agent shall determine in its sole discretion, and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (other than Excluded Unperfected Tractor Trailer Collateral) constitutes (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments Collateral subject to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, clauses (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, and (y) letter-of-credit rights that do not constitute Supporting Obligationsabove, upon the completion of the actions described in Section 3.10 hereof and (zcompliance with such clauses, will constitute) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 other Persons holding Permitted Liens set forth on Schedule IX to the Credit Agreement) and subject to no other Liens (other than those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, registrations and recordings and other actions necessary or appropriate under the UCC to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral (other than Tractor Trailers which are not Material Tractor Trailers to the extent perfection must be accomplished as described in clause (x) below and Rolling Stock which is not Material Rolling Stock to the extent perfection must be accomplished as described in clause (y) below) have been accomplished (or will be accomplished upon making of filings, registrations and recordings on or about the Second Restatement Effective Date) or (x) in the case a Material Tractor Trailer acquired after the Second Restatement Effective Date for which a certificate of title has been issued and for which it is necessary to record a security interest upon such certificate of title in order to perfect a security interest in such Collateral, such recordings will be accomplished within 90 days following the date of such acquisition, or such later date as the Collateral Agent shall agree to in its sole discretion, (y) in the case of Material Rolling Stock acquired after the Second Restatement Effective Date for which a filing with the STB may be required by 49 U.S.C. Section 11301 in order to perfect a security interest in such Material Rolling Stock, such filings will be accomplished within 30 days following the date of the acquisition of such Material Rolling Stock, or such later date as the Collateral Agent shall agree to in its sole discretion, and (z) in the case of the Marks set forth on Part II of Annex F hereto and the Patents set forth on Part II of Annex G hereto, such filings in the United States Patent and Trademark Office will be accomplished on or before January 24, 2005, or with respect to after-acquired Marks or Patents at the times required by Articles IV and V and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates constitutes (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments Collateral subject to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, clauses (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof), (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paperabove, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereofcompliance with such clauses, will constitute) 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 (except for Persons holding Permitted Liens) and subject to no other Liens (other than those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code UCC, 49 U.S.C. Section 11301 (with respect to the Rolling Stock) 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), (x) by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction jurisdiction, by filing with the STB pursuant to 49 U.S.C. Section 11301 (in the case of Material Rolling Stock), by notation on a certificate of title (in the case of Material Tractor Trailers) or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest interests granted by such Assignor to the Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished immediately following the Effective Date) and the security interest interests granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) a create valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest interests therein prior to the rights of all other Persons therein (subject to the intercreditor provisions set forth in Section 1.1 hereof) and subject to no other Liens (other than those Permitted Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectrelated thereto) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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 applicable; provided, however, that subsequent filings of Grants of Security Interests in the respective forms attached hereto as Annexes L, M and N may be required with respect to registrations and applications to register Marks, Patents and Copyrights, respectively, acquired after the Effective Date.

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor) hereby in respect of the Collateral have been accomplished or (x) in the case of Collateral for which it is necessary to file a UCC-1 financing statement (or appropriate local equivalent) in order to perfect a security interest in such Collateral, such filings will be accomplished within the time limits set forth in Section 13.19 of the Credit Agreement (or to the extent such Collateral is acquired after the Initial Borrowing Date, within 5 days following the date of the acquisition of such Collateral), and (y) in the case of Collateral for which a certificate of title has been issued and for which it is necessary to record a security interest upon such certificate of title in order to perfect a security interest in such Collateral, such recordings will be accomplished within 10 days following the Initial Borrowing Date (or to the extent such Collateral is acquired after the Initial Borrowing Date, within 30 days following the date of the acquisition of such Collateral) or such later date as the Collateral Agent shall determine in its sole discretion, and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates constitutes (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments Collateral subject to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, clauses (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, and (y) letter-of-credit rights that do not constitute Supporting Obligationsabove, upon the completion of the actions described in Section 3.10 hereof and (zcompliance with such clauses, will constitute) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, recordings and other actions necessary or appropriate appro­priate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent Trustee hereby in respect of the Collateral have been been, or will within two Business Days of the Issue Date (or such later date as provided in the Indenture or other Secured Debt Documents) be, accomplished and the security interest granted to the Collateral Agent Trustee pursuant to this Agreement in and to the Collateral creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein and such security interest is, in the case of the Notes Collateral, first priority, and in the case of the ABL Collateral, second priority, prior to the rights of all other Persons therein and subject to no other Liens (other than those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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 jurisdic­tion to perfected per­fected security interests, in each case to the extent that the Collateral consists of the type of property 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), (xi) by filing a financing statement under the Uniform Commercial Code UCC as enacted in any relevant jurisdiction or or, (yii) in addition to the filing of such financing statements, by a filing of a Grant of an Intellectual Property Security Interest Agreement in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright OfficeOffice or any foreign equivalent office reasonably requested by the Collateral Trustee (such filings of Intellectual Property Security Agreements under this clause (ii), the “IP Filings”); provided that with respect to such IP Filings, the requirements in the foregoing sentence shall apply (a) as of the Issue Date, with respect to all United States registrations and applications for material Intellectual Property and all other United States Intellectual Property for which all IP Recordals (as defined below) are complete, including the Intellectual Property set forth in Schedule 2.1(a), (b) as of 30 days after the Issue Date, with respect to all other United States registrations and applications for Intellectual Property, including the Intellectual Property set forth in Schedule 2.1(b), and (c) as of 90 days after the Issue Date, with respect to all material Intellectual Property that is subject to a registration or application in foreign jurisdictions, including the Intellectual Property set forth in Schedule 2.1(c). For purposes of clarification and without limitation to the foregoing, prior to each applicable date set forth in clause (ii) of the preceding sentence, each Assignor shall, at such Assignor’s expense, effect the necessary corrective change of ownership and recordals with all patent, trademark and copyright offices, domain name registrars and other similar authorities (i) where Intellectual Property of any Assignor is still recorded in the name of legal predecessors of such Assignor or any party other than such Assignor or (ii) where the relevant recordals of the patent, copyright and trademark offices, domain name registrars and other similar authorities are incorrect for any other reason with respect to such Intellectual Property of any Assignor (such corrective change of ownership and recordals in clauses (i) and (ii), the “IP Recordals”). No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Assignor of the security interests purported to be created in favor of the Collateral Trustee hereunder or (ii) the exercise by the Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated pursuant to this Section 2.1 and (B) as may be required, in connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities and as may be required under federal laws pertaining to Intellectual Property.

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, registrations and recordings and other actions necessary or appropriate to create, preserve preserve, protect and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral have been accomplished or (x) in the case of Collateral acquired after April 9, 2003 for which a certificate of title has been issued and for which it is necessary to record a security interest upon such certificate of title in order to perfect a security interest in such Collateral (if such Collateral is a Material Tractor Trailer), such recordings will be accomplished within 90 days following the date of such acquisition (if such Collateral is a Material Tractor Trailer), or such later date as the Collateral Agent shall agree to in its sole discretion, (y) in the case of Collateral (i.e., Rolling Stock) acquired after April 9, 2003 for which a filing with the STB may be required by 49 U.S.C. Section 11301 in order to perfect a security interest in such Collateral (if such Collateral is a Material Rolling Stock), such filings will be accomplished within 45 days following the date of the acquisition of such Collateral (if such Collateral is a Material Rolling Stock), or such later date as the Collateral Agent shall agree to in its sole discretion, and (z) in the case of the Marks set forth on Part II of Annex F hereto and the Patents set forth on Part II of Annex G hereto, such filings in the United States Patent and Trademark Office will be accomplished on or before April 24, 2003, and (ii) the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates constitutes (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments Collateral subject to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, clauses (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof), (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paperabove, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereofcompliance with such clauses, will constitute) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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 interestsUCC, 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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.49 U.S.

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby (x) in respect of the UCC Filing Collateral have been accomplished as of the Closing Date and (y) in respect of Collateral other than UCC Filing Collateral will be accomplished, to the extent not accomplished as of the Closing Date after use of commercially reasonable efforts by such Assignor, on or prior to the date that is 60 days (or such longer period as consented to by the Collateral Agent in its reasonable discretion) after the Closing Date (in each case other than as permitted by this Agreement) and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (oror will create, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office as of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereofdate, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 (in each case, other than those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) by a filing of a Grant of Copyright Security Interest Agreement, a Patent Security Agreement, a Trademark Security Agreement or other similar instrument, as applicable, in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, in each case other than as otherwise permitted by this Agreement.

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all All filings, registrations, recordings and other actions necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the First-Lien Collateral Agent hereby in respect of the Collateral have been accomplished (or will be accomplished within 5 days after the Initial Borrowing Date or, with respect to Marks, Patents and Copyrights, within 30 days of the date of the Initial Borrowing Date) and the security interest granted to the First-Lien Collateral Agent pursuant to this Agreement in and to the Collateral creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effectPermitted Liens) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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. Each Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate filings as if such Assignor is a Transmitting Utility, or alternatively, as if such Assignor is a Person which is not a Transmitting Utility.

Necessary Filings. Except with respect to Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all filings, registrations, recordings and 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 have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, hereof (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) 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 those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) and 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), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) 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.