Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents in completed and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor Grantor, to the extent a security interest on such Collateral can be perfected by control and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agentscase of Pledged Stock, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit Liens permitted by Section 7.3 of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement Upon (ai) upon completion of the filings and other actions specified on Schedule 2 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicablewhere required, duly executed form), and (ii) the taking or making of other actions and filings, as set forth of Schedule 4 hereto, that will be taken on or made prior to or contemporaneously with the Closing Date, the security interests granted in Section 3 (A) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and (bB) are and will be prior to all other Liens on such Collateral except for Liens permitted by the Collateral in existence on the date hereof other than Permitted Liens having Credit Agreement which have priority over or are in pari passu with the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints Grantor consents to the grant by each other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit Grantor of the Credit Parties, on security interests granted hereby and the Collateral which may at transfer of any time be in Pledged Equity Interest and Pledged Debt to the Administrative Agent or its possession during designee following an Event of Default and to the term substitution of this Agreement, including, without limitation the Administrative Agent or its designee or the purchaser upon any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under foreclosure sale as the New York UCC or any other applicable jurisdictionholder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, law and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit Liens expressly permitted by Section 7.3 of the Credit Parties, on Agreement to be prior to the Collateral which may at any time be in its possession during the term of security interests granted pursuant to this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 4 (which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Co-Collateral Agents Agent in completed and, if applicablewhere required, duly executed form) ), will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof (except to the extent otherwise permitted herein and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor are and (b) are will be prior to all other Liens on such Collateral except for Liens which have priority as permitted by the Credit Agreement, the Loan Documents or by operation of law; provided, that additional filings with the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral in existence Agent's Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the date hereof other than Permitted Liens having priority over and the Liens perfection of the Control Co-Collateral Agent pursuant Agent's Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to applicable lawadditional filings and registrations. (b) Each Co-Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent hereby appoints or its designee upon the other Co-Collateral Agents, occurrence and each hereby agrees during the continuance of an Event of Default and to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit substitution of the Credit Parties, on Collateral Agent or its designee or the Collateral which may at purchaser upon any time be in its possession during foreclosure sale as the term holder and beneficial owner of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictioninterest represented thereby.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 4 (which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Co-Collateral Agents Agent in completed and, if applicablewhere required, duly executed form) ), will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof (except to the extent otherwise permitted herein and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor are and (b) are will be prior to all other Liens on such Collateral except for Liens which have priority as permitted by the Credit Agreement, the Loan Documents or by operation of law; provided, that additional filings with the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral in existence Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the date hereof other than Permitted Liens having priority over Closing Date and the Liens perfection of the Control Co-Collateral Agent pursuant Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to applicable lawadditional filings and registrations. (b) Each Co-Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Collateral Agent hereby appoints or its designee upon the other Co-Collateral Agents, occurrence and each hereby agrees during the continuance of an Event of Default and to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit substitution of the Credit Parties, on Collateral Agent or its designee or the Collateral which may at purchaser upon any time be in its possession during foreclosure sale as the term holder and beneficial owner of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictioninterest represented thereby.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3, (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Agent in completed and, if and to the extent applicable, duly executed form) will constitute valid and continuing perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for Liens having permitted by the Indenture or the Term Loan Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral by operation of law; provided however that no representation is made in this Section 4.3 as to the perfection of the security interests in (i) Vehicles, (ii) Deposit Accounts for which may at any time be control agreements are not required pursuant to the terms hereof (including Government Receivable Accounts), (iii) Commercial Tort Claims, but only to the extent that such Commercial Tort Claims do not constitute Additional Commercial Tort Claims (as defined in its possession during Section 5.14) or (iv) Letter of Credit Rights, but only to the term extent that the proceeds of this Agreementthe applicable letter of credit are not required to have been assigned to the Collateral Agent or for which the Collateral Agent is not required to have become the transferee beneficiary of such letter of credit, including, without limitation any rights with respect in each case pursuant to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionSection 5.19.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings of the financing statements naming such grantor as "debtor" and other actions specified the Administrative Agent as "secured party" and describing the Collateral in the filing offices set forth on Schedule 2 4.2 (which, in the case of all filings and other documents referred to on said Schedule, have been duly completed and delivered to the Co-Collateral Agents Administrative Agent) and such other actions as specified on Schedule 4.2, (to the extent, in completed andthe case of unregistered Intellectull Property constituting Collateral, if applicable, duly executed formthat a security interest may be perfected in such unregistered Intellectual Property) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other unrecorded Liens on the Collateral in existence on the date hereof other than Permitted except for Liens having permitted by the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be by operation of law. Each Grantor represents and warrants that the Administrative Agent has a perfected first priority security interest in its possession during all uncertificated Investment Property, Pledged Stock or Pledged Note pledged by it hereunder that is in existence on the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictiondate hereof.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests (to the extent such matter is governed by the law of the United States or a jurisdiction therein) in all of the Collateral (excluding motor vehicles and other assets, if any, with respect to which a security interest cannot be perfected under the applicable Uniform Commercial Code or through filings with United States registries with respect to Intellectual Property) in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, to the extent such security interest may be perfected by such filings, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion filing of the filings financing statements, Copyright Security Agreements, Patent Security Agreements and other actions Trademark Security Agreements specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered electronically, or upon request, in hard copy, to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will will, to the extent a security interest in the Collateral can be perfected by the filing of financing statements under the Uniform Commercial Code (or other similar laws) in effect in each applicable jurisdiction or by the filing of security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in respect of the assets referred to therein, constitute valid valid, perfected security interests in all of the each Grantor’s right, title and interest in, to and under the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor Grantor, subject only to Liens permitted by the Credit Agreement and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted Closing Date except for unrecorded Liens having permitted to exist on the Collateral by the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 B (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, duly executed form) and payment of all filing fees will constitute valid perfected security interests in all of the Collateral in which a security interest can be perfected by the filing of a financing statement and/or the other filings and actions specified on Schedule B in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights and general equitable principles (whether considered in a proceeding in equity or at law) in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than except for Permitted Liens having priority over Liens. Notwithstanding the Liens of the Control Co-Collateral Agent pursuant foregoing, nothing in this Agreement shall require any Grantor to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at make any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents filings or other Collateral which is perfected by “control” under the New York UCC or take any other applicable jurisdictionactions to record or perfect the Administrative Agent’s Lien on and security interest in any Intellectual Property outside the United States.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions of the financing statements specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit PartiesLenders, in those types of Collateral in which a security interest maybe perfected by the filing of financing statements (other than Fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s 's Obligations or, in the case of Holdings, the Borrower Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor or Holdings, as applicable, and any Persons purporting to purchase any such Collateral from such Grantor or Holdings, as applicable (provided that, the security interests in Fixtures granted pursuant to this Agreement shall be perfected only to the extent a Mortgage is filed with respect thereto), and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted to the Administrative Agent pursuant to this Agreement (ai) upon completion of oftogether with the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been or, in the case of Additional Grantors, will be delivered to the Co-Collateral Agents Administrative Agent in completed and, and duly (if applicable, duly ) executed form) will constitute (or will constitute, in the case of Additional Grantors) valid perfected security interests in all of the Collateral as of the Closing Date (or, in the case of Additional Grantors, as of the date such Additional Grantors have or will become parties to this Agreement) in which the security interest may be perfected by such filing, recording or registration in the United States in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (bii) are prior to all other Liens on the Collateral in existence on the date hereof other than except for Permitted Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable lawPriority Liens. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. Subject to the Perfection Exceptions (a) The as defined below), the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in duly completed and, if applicable, and duly executed form) , as applicable, and may be filed by the Administrative Agent at any time on or after the date hereof), the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control and the taking of other perfection action in accordance with this Agreement, will constitute valid perfected security interests to the extent required hereby in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligationsobligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof hereof, other than Permitted Liens having Encumbrances that have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, in those types of Collateral in which a security interest maybe perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. law and except for Liens permitted by Sections 6.3(c), (bd), (e), (g) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit (j) of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted to the Administrative Agent pursuant to this Agreement (ai) upon completion of oftogether with the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been or, in the case of Additional Grantors, will be delivered to the Co-Collateral Agents Administrative Agent in completed and, and duly (if applicable, duly ) executed form) constitute (or will constitute constitute, in the case of Additional Grantors) valid perfected security interests in all of the Collateral as of the Closing Date (or, in the case of Additional Grantors, as of the date such Additional Grantors have or will become parties to this Agreement) in which the security interest may be perfected by such filing, recording or registration or such other action in the United States in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (bii) are prior to all other Liens on the Collateral in existence on the date hereof other than except for Permitted Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable lawPriority Liens. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion the filing of financing statements for the Grantors, the filing with the FAA of Aircraft Security Agreements (which may be amended and restated Aircraft Security Agreements) covering the Aircraft included in the Collateral, and the registration of such Liens with respect to each airframe of the filings and other actions specified on Schedule 2 (which, Aircraft included in the case of all filings Collateral and other documents referred to on said Scheduleits Engines with the “International Registry” (as defined under the Cape Town Convention), have been delivered to the Co-Collateral Agents in completed and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor Grantor, to the extent the security interest therein may be perfected by filing, recording or registration in the United States pursuant to the New York UCC or the rules and regulations of the FAA and (bii) are prior to all other Liens on the Collateral in existence on LEGAL02/38440571v3 the date hereof other than except for Permitted Liens having which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during by operation of law (including the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” priority rules under the New York UCC UCC) or any other applicable jurisdictionwhich are expressly permitted pursuant to Section 9.3 of the Credit Agreement to be prior to the security interests granted pursuant to this Agreement.

Perfected First Priority Liens. Upon entry of the Interim Financing Order (awith respect to the period between the entry of the Interim Financing Order and entry of the Final Financing Order) The and the Final Financing Order with respect to the period after entry of the Final Financing Order), the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent in all of the Collateral in favor of which a security interest may be perfected by filing under the Control Co-Collateral AgentUniform Commercial Code or by possession, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligationsobligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior is subject to the Carve Out Amount, but otherwise is senior in priority to the adequate protection Liens securing the Pre-Petition Indebtedness and all other Liens on the Collateral in existence on the date hereof other than Permitted Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agentsthan, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights solely with respect to Deposit Accountsany Collateral constitutes Pre-Petition Collateral, Documents or other Collateral which is perfected by “control” Permitted Senior Liens. The security interest granted hereunder shall not be subject to preservation of any lien under Section 551 of the New York UCC or any other applicable jurisdictionBankruptcy Code.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral Collateral, to the extent such security interests can be perfected by such filings and the other actions specified on Schedule 3, in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor Borrower and any Persons purporting to purchase any Collateral from such Grantor Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.

Perfected First Priority Liens. (a) The security interests interest granted pursuant to this Agreement (a) constitutes a legal and valid security interest in the Collateral in favor of the Collateral Agent securing the payment and performance of the Obligations and (b) upon completion of the filings and other actions specified on Schedule 2 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been prepared by or delivered to the CoCollateral Agent, or an agent or representative on its behalf, in duly completed and duly executed form (which shall include the name of the record owner of all real estate if other than such Grantor and real estate descriptions sufficient to enable the Collateral Agent to record financing statements in the real property records, in such jurisdictions identified on Schedule 4.3, sufficient to perfect a security interest in all As-Extracted Collateral Agents in completed andarising from any Grantor's mining activities), if as applicable, duly executed formand may be filed by the Collateral Agent at any time) and payment of all filing fees, will constitute valid a perfected security interests interest in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors hereof, in which a security interest may be perfected (i) by filing, recording or registering a financing statement pursuant to the Uniform Commercial Code, (ii) upon receipt and recording of a security agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or (iii) by delivering such Grantor and any Persons purporting Collateral to purchase any the Collateral from Agent, such Grantor and (b) are security interest will be prior to all other Liens on the Collateral in existence on the date hereof other than Permitted Collateral, except for Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit expressly permitted by Section 6.02 of the Credit Parties, on the Collateral which may at any time be in its possession during the term Agreement or arising by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.

Perfected First Priority Liens. (a) The security interests granted to the Notes Collateral Agent pursuant to this Agreement (ai) upon completion of together with the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been made or will substantially concurrently be made, or, in the case of Additional Grantors, will be made, with copies delivered to the Co-Notes Collateral Agents Agent and constitute (or will constitute, in completed and, if applicable, duly executed formthe case of Additional Grantors) will constitute valid perfected security interests in all of the Collateral as of the Issue Date (or, in the case of Additional Grantors, as of the date such Additional Grantors have or will become parties to this Agreement) in which the security interest may be perfected by such filing, recording or registration or such other action in the United States in favor of the Control Co-Notes Collateral Agent, for the ratable benefit of the Credit Noteholder Secured Parties, as collateral security for such Grantor’s the Notes Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (bii) are prior to all other Liens on the Collateral in existence on the date hereof other than except for Permitted Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable lawLiens. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3, (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Agent in completed and, if and to the extent applicable, duly executed form) will constitute valid and continuing perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for Liens having permitted by the Indenture or the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral by operation of law; provided however that no representation is made in this Section 4.3 as to the perfection of the security interests in (i) Vehicles, (ii) Deposit Accounts for which may at any time be control agreements are not required pursuant to the terms hereof (including Government Receivable Accounts), (iii) Commercial Tort Claims, but only to the extent that such Commercial Tort Claims do not constitute Additional Commercial Tort Claims (as defined in its possession during Section 5.14) or (iv) Letter of Credit Rights, but only to the term extent that the proceeds of this Agreementthe applicable letter of credit are not required to have been assigned to the Collateral Agent or for which the Collateral Agent is not required to have become the transferee beneficiary of such letter of credit, including, without limitation any rights with respect in each case pursuant to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionSection 5.19.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, to the extent a security interest in the Collateral may be perfected by (i) the filing of a financing statement under the Uniform Commercial Code in effect in each Grantor's jurisdiction of organization, (ii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or (iii) in the case of Pledged Securities, delivery of each certificate or note, as applicable, evidencing such Pledged Securities, together with an undated stock power for each such certificate and an undated endorsement for each such note, in each case executed in blank by a duly authorized officer of the applicable Grantor, to the Administrative Agent, as collateral security for such Grantor’s 's Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for Liens having priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of permitted by the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, in those types of Collateral in which a security interest maybe perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Agent (or arrangements reasonably satisfactory to the Collateral Agent have been made for such delivery) in completed and, if applicablewhere required, duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, Agent (for the ratable benefit of the Credit Secured Parties) (if and to the extent perfection may be achieved by such filings and actions and provided that additional filings may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property acquired after the date hereof), as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for, in the case of Collateral other than Permitted Pledged Equity, Liens having permitted by all applicable Finance Documents, to have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionCollateral.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 2 3 (which, in the case of all filings and other documents referred to on said Schedule, which have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, in those types of Collateral in which a security interest maybe perfected by the filing of financing statements (other than Fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations or, in the case of the Parent or Holdings, the Borrower Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor Grantor, the Parent or Holdings, as applicable, and any Persons purporting to purchase any such Collateral from such Grantor Grantor, the Parent or Holdings, as applicable (provided that, the security interests in Fixtures granted pursuant to this Agreement shall be perfected only to the extent a Mortgage is filed with respect thereto), and (b) are prior to all other Liens on the such Collateral in existence on the date hereof other than Permitted except for unrecorded Liens having permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdiction.

Perfected First Priority Liens. (a) The On the date hereof, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Co-Collateral Agents Administrative Agent in completed and, if applicable, duly executed form) will constitute valid perfected security interests in all of the Collateral (that is of a type in which a security interest can be perfected by such filings under Article 9 of the NY UCC) in favor of the Control Co-Collateral Administrative Agent, for the ratable benefit of the Credit Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof (except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof other than Permitted except for Liens having permitted by the Credit Agreement which have priority over the Liens of the Control Co-Collateral Agent pursuant to applicable law. (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interests, granted for the benefit of the Credit Parties, on the Collateral which may at any time be in its possession during the term by operation of this Agreement, including, without limitation any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the New York UCC or any other applicable jurisdictionlaw.