Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement.

Perfected First Priority Liens. The Upon completion of the Filings and other actions specified in the Perfection Certificate (which, in the case of all Filings and other documents referred to in said Perfection Certificate, have been delivered to the Collateral Agent in completed and duly executed form or, in the case of (a) all Deposit Accounts, Securities Accounts and the Collateral Account, the obtaining and maintenance of “control” (as described in the UCC) and(b) in the case of Commercial Tort Claims, the taking of the actions required by Section 4.13, the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form1) will constitute valid first priority perfected security interests in all of the Collateral (subject to Liens permitted under Section 8.3(b), (c), (d), (e), (j), (n) or (o) of the Credit Agreement), to the extent that a security interest may be perfected by Filings or the taking of such other actions, in favor of the Administrative Collateral Agent, for the ratable benefit of the 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, 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 such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and are (b2) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementPermitted Liens).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed 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 Administrative Agent, for the ratable benefit of the 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, 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 such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon Upon completion of the filings Filings and other actions specified on Schedule 3 the Perfection Certificate (which which, in the case of all Filings and other documents referred to on said Perfection Certificate, have been delivered to the Administrative Agent in completed and duly executed form) (or, in the case of (x) all Deposit Accounts, Securities Accounts and the Collateral Account, the obtaining and maintenance of "control" (as described in the Code), (y) in the case of Commercial Tort Claims, the taking of the actions required by SECTION 4.13 herein and (z) in the case of Letter of Credit Rights, the taking of the actions required by SECTION 4.5(C) hereof), the security interests granted pursuant to this Agreement (1) will constitute valid perfected security interests in all of the Collateral, to the extent that a security interest may be perfected by Filings, in favor of the Administrative Agent, for the ratable benefit of the 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, 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 such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and are (b2) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementPermitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 3, (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral 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 Administrative Collateral Agent, for the ratable benefit of the 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 '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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Indenture or the Term Loan Agreement which have priority over the Liens on such the Collateral by operation of law and, except law; provided however that no representation is made in this Section 4.3 as to the case of Pledged Stock, Liens permitted by Section 7.3 perfection of the security interests in (i) Vehicles, (ii) Deposit Accounts for which 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 Section 5.14) or (iv) Letter of Credit AgreementRights, but only to the extent that the proceeds of the 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, in each case pursuant to Section 5.19.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings of the financing statements naming such grantor as "debtor" and the Administrative Agent as "secured party" and describing the Collateral in the filing offices set forth on Schedule 4.2 (which, in the case of all filings and other actions specified documents referred to on Schedule 3 (which said Schedule, have been duly completed and delivered to the Administrative Agent Agent) and such other actions as specified on Schedule 4.2, (to the extent, in completed and duly executed formthe case of unregistered Intellectull Property constituting Collateral, that 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 Administrative Agent, for the ratable benefit of the 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 '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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other unrecorded Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law andlaw. Each Grantor represents and warrants that the Administrative Agent has a perfected first priority security interest in all uncertificated Investment Property, except Pledged Stock or Pledged Note pledged by it hereunder that is in existence on the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementdate hereof.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, and Liens expressly permitted by Section 7.3 of the Credit Agreement to be prior to the security interests granted pursuant to this Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion constitute valid security interests in all of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests Collateral in favor of the Administrative AgentSecurity Trustee, for the ratable benefit of the Secured Parties, in those types as collateral security for the Obligations to the extent such security interest may be created under the New York UCC, (b) upon (i) the completion of the filings specified on Schedule 3 and the payment of all filing fees and (ii) the Security Trustee taking possession or Control of all Collateral in with respect to which a security interest may be perfected only by possession or Control, will constitute a perfected security interest in the filing of financing statements Collateral (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, to the extent in which a security interest on such Collateral can cannot be perfected by control under the New York UCC) and (bc) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law andlaw, except in Permitted Liens existing on the case of Pledged Stock, Liens permitted by Section 7.3 of date hereof and the Credit Agreement.Permitted Maritime Liens. 4.2

Perfected First Priority Liens. The Subject to Section 6.12(b), Section 6.12(c), Section 6.12(e) and Section 6.19 of the Credit Agreement, the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time on or after the date hereof) and 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, will constitute valid perfected security interests to the extent required hereby in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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 Obligationsobligations, 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, to Grantor outside of the extent a security interest on such Collateral can be perfected by control ordinary course of business and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded hereof, other than Permitted Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and(or, except in the case of Pledged StockEquity Interests, Permitted Liens permitted by allowed under Section 7.3 7.1(b) of the Credit AgreementAgreement or created under the Collateral Documents).

Perfected First Priority Liens. The Subject to Section 6.12(b), Section 6.12(c), Section 6.12(e) and Section 6.19 of the Credit Agreement, the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time on or after the date hereof) and 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, will constitute valid perfected security interests to the extent required hereby in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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 Obligationsobligations, 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, to Grantor outside of the extent a security interest on such Collateral can be perfected by control ordinary course of business and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded hereof, other than Permitted Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and(or, except in the case of Pledged StockEquity Interests, Permitted Liens permitted by allowed under Section 7.3 7.1(b) or 7.1(g) of the Credit AgreementAgreement or created under the Collateral Documents).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 C (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected (to the extent such security interest can be perfected by such filings or actions) security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except except, in the case of Collateral other than the Cash Collateral, the Deposit Account and the Securities Account, for unrecorded Permitted Liens permitted by the Credit Agreement which have priority over Agreement. 100.3 Jurisdiction of Organization; Chief Executive Office. On the Liens on date hereof, such Collateral by operation Grantor’s exact legal name, jurisdiction of law andorganization, except in identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case of Pledged Stockmay be, Liens permitted by Section 7.3 of are specified on Schedule 1.1(C) to the Credit Agreement.

Perfected First Priority Liens. The Subject to the Perfection Exceptions (as defined below), the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed 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 Administrative Agent, for the ratable benefit of the 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 Obligationsobligations, 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which hereof, other than Permitted Encumbrances that have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, and except in the case of Pledged Stock, for Liens permitted by Section 7.3 Sections 6.3(c), (d), (e), (g) and (j) of the Credit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement Security Interests (a) (i) upon completion of the filings and other actions specified on Schedule 3 4.6 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) ), and upon the payment of all applicable fees in connection with such filings and other actions, will constitute constitute, to the extent perfection can be obtained by such filings and other actions, valid perfected security interests in all of the Collateral, to the extent required in this Agreement, in favor of the Administrative Collateral Agent, for the ratable benefit of the 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 the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor (except as such Grantor enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity or at law)) and any Persons purporting to purchase any such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Excepted Liens permitted by the Credit Agreement which that have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The Other than with respect to the Permitted Exceptions, the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 7 (which all of which, in the case of all filings and other documents referred to on said Schedule 7, have been delivered to the Administrative Agent in duly completed and duly executed form(where applicable) in form suitable for filing, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control and (bii) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by Permitted Liens. Other than with respect to the Credit Agreement which have priority Permitted Exceptions, without limiting the foregoing, each Grantor has taken all actions necessary in accordance with the Loan Documents to establish the Administrative Agent’s “control” (within the meanings of Section 8-106 and 9-106 of the New York UCC) over any portion of the Liens on such Collateral by operation of law and, except Investment Property constituting Certificated Securities or Uncertificated Securities (each as defined in the case of Pledged Stock, Liens permitted New York UCC) to the extent required by Section 7.3 of the Credit Agreement5.2.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 D (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered, or will be delivered within the time periods set forth in Schedule D, to the Administrative Agent in completed and duly executed form) will constitute valid perfected (to the extent such security interest can be perfected by such filings or actions) security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted Permitted Liens, assuming that concurrently with the issuance of the Notes, the Existing Notes Indenture and each of the Security Documents (as defined in the Existing Notes Indenture) relating thereto have been satisfied and discharged by the Credit Agreement which have priority over Issuer in accordance with the terms of the Existing Notes Indentures and the Liens on such Collateral by operation of law and, except (as defined in the case of Pledged Stock, Liens permitted by Section 7.3 of Existing Notes Indenture) on the Credit AgreementCollateral (as defined in the Existing Notes Indenture) granted under such Security Documents have been released.

Perfected First Priority Liens. The Upon entry of the Interim Financing Order (with respect to the period between the entry of the Interim Financing Order and entry of the Final Financing Order) 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) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative AgentAgent in all of the Collateral in which a security interest may be perfected by filing under the Uniform Commercial Code or by possession, for the ratable benefit of the 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 Obligationsobligations, 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, to the extent a security interest on such Collateral can be perfected by control 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 such other than, solely with respect to any Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation constitutes Pre-Petition Collateral, Permitted Senior Liens. The security interest granted hereunder shall not be subject to preservation of law and, except in the case of Pledged Stock, Liens permitted by any lien under Section 7.3 551 of the Credit AgreementBankruptcy Code.

Perfected First Priority Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of oftogether with the filings and other actions specified on Schedule 3 2 (which which, in the case of all filings referred to on said Schedule, have been or, in the case of Additional Grantors, will be delivered to the Administrative Agent in completed and duly (if applicable) 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 Administrative Agent, for the ratable benefit of the 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 the 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 (except to the extent a security interest on such Collateral can enforceability may be perfected limited by control 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 such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementPermitted Priority Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) 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 Aircraft included in the Collateral and other actions specified on Schedule 3 its Engines with the “International Registry” (which have been delivered to as defined under the Administrative Agent in completed and duly executed form) Cape Town Convention), will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the 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, to the extent a the security interest on such Collateral can therein may be perfected by control 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 such the Collateral in existence on LEGAL02/38440571v3 the date hereof except for unrecorded Permitted Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in (including the case of Pledged Stock, Liens priority rules under the New York UCC) or which are expressly permitted by pursuant to Section 7.3 9.3 of the Credit Agreement to be prior to the security interests granted pursuant to this Agreement.

Perfected First Priority Liens. Each financing statement naming a Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The security interests Security Interests granted pursuant to this Agreement (a) (i) upon completion constitute valid and enforceable security interests in all of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations. When the aforesaid UCC financing statements containing an adequate description of the Collateral shall have been filed in those types the offices specified in Schedule 3.6, the Security Interests granted pursuant to this Agreement will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral in which to the extent that a security interest therein may be perfected by the filing of financing statements (other than fixtures), and (ii) upon delivery pursuant to the Administrative Agent of certificates representing the Pledged SecuritiesUCC, 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, to the extent a security interest on such Collateral can be perfected by control and (b) are prior to all other Liens on such Collateral in existence on the date hereof and rights of others therein except for unrecorded Liens permitted by Permitted Liens. When each control agreement has been executed and delivered to the Credit Administrative Agent, the Security Interests granted pursuant to this Agreement which have priority over will constitute perfected security interests in all right, title and interest of the Liens on such Collateral by operation of law and, except Grantors in the case Deposit Accounts subject thereto, prior to all other Liens and rights of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementothers therein and subject to no adverse claims except for Permitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which to the extent a security interest in the Collateral may be perfected by (i) the filing of a financing statements (other than fixtures)statement under the Uniform Commercial Code in effect in each Grantor's jurisdiction of organization, and (ii) upon 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 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 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon timely completion of the filings filings, recordings, registrations and other actions specified on Schedule 3 and payment of applicable recording, filing or similar fees in connection therewith, will constitute under the laws of the United States legal, valid and enforceable security interests in the Collateral described herein (which have been delivered except for any security interest that is not required to be perfected by means of control of the Collateral Agent pursuant to the Administrative Agent in completed and duly executed formLoan Documents (including Section 6.9(a) will constitute valid perfected security interests of the Credit Agreement)) in favor of the Administrative Collateral Agent, for the ratable benefit of the 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 (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are under the laws of the United States prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded for, in the case of Collateral other than Pledged Stock, Liens permitted by the Credit Agreement (and any extensions, renewals and replacements of any such Liens) which have priority over the Liens on such the Collateral and, in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law and, except in the case of Pledged Stock, and Liens permitted by under Section 7.3 7.3(p) of the Credit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified set forth on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule with respect to Collateral owned by any Guarantor on the date hereof have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements Parties (other than fixtures), and (ii) upon delivery to the Administrative Agent of certificates representing extent such Collateral is owned by any Guarantor on 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 casedate hereof), as collateral security for such Grantor’s Obligations'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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by described in clauses (a) through (e) of the definition of Permitted Liens in Section 1.01 of the Credit Agreement which have priority over (provided that Liens described in clauses (a) through (e) of the definition of Permitted Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 1.01 of the Credit AgreementAgreement shall remain "Permitted Liens" only for so long as no action to enforce such Lien has been commenced and no intention to subordinate the first priority Lien granted in favor of the Beneficiary is to be hereby implied or expressed by the permitted existence of any Permitted Liens) but no intent to subordinate the first priority of the Liens created hereby is intended or inferred to the extent no such priority otherwise exists.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be maybe perfected by the filing of financing statements (other than fixturesFixtures), 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, 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 security interest on such Collateral can be perfected by control Mortgage is filed with respect thereto), and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) within the time periods prescribed under applicable law, will constitute valid perfected security interests in favor (to the extent such matter is governed by laws of the Administrative Agent, for the ratable benefit United States or a jurisdiction therein) in all of the Secured Parties, in those types of Collateral in which (to the extent that a security interest therein may be perfected by the filing of Uniform Commercial Code financing statements (and such other than fixtures), and (iifilings specified on Schedule 3) 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 Collateral Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each caseSecured 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 such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens to the extent otherwise permitted by the Credit Agreement which have Indenture and each Other Pari Passu Lien Agreement; except that additional filings may be required to grant a valid perfected first priority over security interest in any Intellectual Property acquired after the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementdate hereof.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 3, (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral 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 Administrative Collateral Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Indenture or the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except law; provided however that no representation is made in this Section 4.3 as to the case of Pledged Stock, Liens permitted by Section 7.3 perfection of the security interests in (i) Vehicles, (ii) Deposit Accounts for which 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 Section 5.14) or (iv) Letter of Credit AgreementRights, but only to the extent that the proceeds of the 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, in each case pursuant to Section 5.19.

Perfected First Priority Liens. The security interests granted to the Notes Collateral Agent pursuant to this Agreement (a) (i) upon completion of together with the filings and other actions specified on Schedule 3 2 (which which, in the case of all filings 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 Administrative Notes Collateral Agent and constitute (or will constitute, in completed and duly executed formthe case of Additional Grantors) will constitute valid perfected security interests in favor all of the Administrative Agent, for the ratable benefit Collateral as of the Secured PartiesIssue Date (or, in those types the case of Collateral Additional Grantors, as of the date such Additional Grantors have or will become parties to this Agreement) in which a the security interest may be perfected by such filing, recording or registration or such other action in 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 United States in favor of the Administrative Notes Collateral Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each caseNoteholder 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 such Collateral from such Grantor, Grantor (except to the extent a security interest on such Collateral can enforceability may be perfected limited by control 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 such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementPermitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and and, if required, duly executed form) will constitute valid perfected security interests in favor all of the Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements (other than fixtures)filings or actions specified on Schedule 3, 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, Agent for the ratable benefit of the Lenders, in the Pledged Securities, in each caseSecured 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 such Collateral from such GrantorGrantor (except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent a security interest on such Collateral can specific remedies may be perfected limited by control equitable principles) and (b) are prior to all other Liens on such the Collateral in existence on the date hereof (except for unrecorded Permitted Liens permitted by the Credit Agreement which that have priority over the Liens on such Collateral by operation of law andover the Liens created hereby). The Deposit Accounts, except Commodity Accounts and Securities Accounts shown in Schedule 3 (or which are the case of Pledged Stock, Liens permitted by Section 7.3 subject of the Credit Agreementcontrol agreements shown in Schedule 3) are all of the those types of accounts maintained by the Grantors as of the date hereof.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreement.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the 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 Administrative Agent, for the ratable benefit of the 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 the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor Borrower and any Persons purporting to purchase any such Collateral from such GrantorBorrower, to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the extent a security interest on such Collateral can be perfected enforcement of creditors’ rights generally and by control general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. 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 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, in those types of Collateral in which a security interest may be maybe perfected by the filing of financing statements (other than fixturesFixtures), 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 GrantorGrantor or Holdings, as applicable (provided that, the security interests in Fixtures granted pursuant to this Agreement shall be perfected only to the extent a security interest on such Collateral can be perfected by control Mortgage is filed with respect thereto), and (b) are prior to all other Liens on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The Except in respect of (i) any Instruments, Certificated Securities, Chattel Paper or letters of credit not delivered to the Documentation Agent pursuant to Section 5.1 or (ii) Excluded Equipment and Excluded Inventory as defined in Section 4.4 and (iii) subject to compliance with the Federal Assignment of Claims Act of 1940, as amended, or other similar state statutes as applicable, the security interests granted pursuant to this Agreement (a) (i) constitute, or upon completion of the filings and other actions specified on Schedule 3 6 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Documentation Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Documentation Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in Agents and the Lenders (and their affiliates and subsidiaries which a security interest may be perfected by the filing of financing statements (other than fixtureshold Obligations), 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, 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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded other Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion constitute valid security interests in all of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, enforceable in those types accordance with the terms hereof. Upon the filing of UCC financing statements naming the Borrower as “debtor”, naming the Collateral Agent as “secured party” and describing the Collateral, in which a the filing offices set forth on Schedule 2 annexed hereto, the security interests granted or purported to be granted hereby shall be perfected to the extent any such security interest may be perfected by the filing of a financing statements (other than fixtures)statement. In the case of the Pledged Stock consisting of certificated Securities, and (ii) in addition to filing of such UCC financing statements, upon delivery of the certificates representing such certificated Securities to the Administrative Agent of certificates representing the Pledged SecuritiesCollateral Agent, indorsed in blank by an effective indorsement each case duly endorsed or accompanied by undated stock powers with respect thereto duly indorsed executed instruments of assignment or transfer in blank by an effective indorsementblank, the security interests in the Collateral granted to the Collateral Agent 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, to the extent a security interest on such Collateral can be perfected by control and (b) are therein prior to all other Liens on such Collateral in existence on the date hereof (except for unrecorded Liens permitted by the Credit Agreement which have Senior Documents) to the extent the creation, perfection and priority over thereof is governed by the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementUCC.

Perfected First Priority Liens. The Other than with respect to the Permitted Exceptions, the security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 7 (which all of which, in the case of all filings and other documents referred to on said Schedule 7, have been delivered to the Administrative Notes Collateral Agent in duly completed and duly executed form(where applicable) in form suitable for filing, and may be filed by the Notes Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Notes Collateral Agent, for the ratable benefit of the 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, to the extent a security interest on such Collateral can be perfected by control and (bii) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens permitted by Permitted Liens. Other than with respect to the Credit Agreement which have priority Permitted Exceptions, without limiting the foregoing, each Grantor has taken all actions necessary in accordance with the Notes Documents to establish the Notes Collateral Agent’s “control” (within the meanings of Section 8-106 and 9-106 of the New York UCC) over any portion of the Liens on such Collateral by operation of law and, except Investment Property constituting Certificated Securities or Uncertificated Securities (each as defined in the case of Pledged Stock, Liens permitted New York UCC) to the extent required by Section 7.3 of the Credit Agreement4.2.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 2 (which have in the case of all filings and other documents referred to on Schedule 2 have, to the extent required by the Administrative Agent as of the Closing Date, been duly executed and delivered to the Administrative Agent in completed and duly executed formAgent) will constitute valid perfected security interests in all of the Collateral (except to the extent (i) that any non-material Collateral has, solely by operation of law, become a fixture on real property requiring, in order to be perfected, a fixture filing to be made with respect to such real property, (ii) permitted pursuant to Sections 5.2, 5.5(d) and 5.12 or (iii) that a security interest in certain Collateral may not be perfected pursuant to Article 9 of the New York UCC) in favor of the Administrative Agent, for the ratable benefit of the 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 '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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded (i) Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral solely by operation of law and(ii) Liens described on Schedule 4, except in the case (iii) Liens which exist on real property which attach to any non-material Collateral solely by reason of Pledged Stock, Liens permitted such Collateral becoming a fixture on such real property by Section 7.3 operation of the Credit Agreementlaw.

Perfected First Priority Liens. The security interests granted ------------------------------ pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents ---------- referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor all of the Administrative Agent, for the ratable benefit of the 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 '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, to the extent a security interest on such Collateral can be perfected by control Grantor and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for unrecorded Liens and other Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law andlaw. Without limiting the foregoing, except in to the case of Pledged Stock, Liens permitted extent the Collateral pledged by Section 7.3 the Borrower and the Grantor to the Administrative Agent on behalf of the Credit AgreementLenders constitutes partnership interests, member interests and other ownership interests which are uncertificated, the recording of the security interests on the relevant partnership agreement, member agreement or other governing document pursuant to subsection 5.5(d) and the filing of appropriate financing statements and continuation statements will perfect and establish the first priority Lien and security interest in such Collateral hereunder in favor of the Administrative Agent on behalf of the Agents and the Lenders.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor all of the Administrative AgentCollateral (or, for the ratable benefit of the Secured Partieswith respect to Inventory and Equipment, in those types of Collateral in which a security interest may be perfected by Inventory and Equipment kept at the filing of financing statements (other than fixtures), and (iilocations set forth on Schedule 5) 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 GrantorGrantor (other than Inventory sold by such Grantor in the ordinary course of business), to the extent a security interest that perfection or enforceability against third parties is obtainable by completion of the filings and other actions set forth on such Collateral can be perfected by control Schedule 3 or any similar filings or other actions in other jurisdictions in the United States of America and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in and (ii) other Liens on the case of Pledged Stock, Liens Collateral permitted by Section 7.3 of the Credit Agreement.

Perfected First Priority Liens. The security interests granted ------------------------------ pursuant to this Agreement (a) upon delivery to the Collateral Agent of stock certificates or other documents representing the Pledged Stock (i) upon together with undated stock powers duly executed in blank relating thereto), delivery to the Collateral Agent of the Pledged Notes, duly endorsed in blank by the appropriate Grantor and completion of the filings and other actions specified on Schedule 3 (which which, in the ---------- case of all filings referred to on said Schedule, have been delivered to the Administrative Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in favor all of the Administrative Agent, for the ratable benefit of the 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 Collateral Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, 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 such Collateral from such GrantorGrantor (except, in each case, under the circumstances provided to the extent a security interest on such Collateral can be perfected by control contrary in the New York UCC or in the Uniform Commercial Code in effect in any applicable jurisdiction) and (b) are prior to all other Liens on such the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Corporate Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, and (ii) Liens permitted by Section 7.3 of the Credit Agreement.described on Schedule 7. ----------

Perfected First Priority Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) (i) upon completion of oftogether with the filings and other actions specified on Schedule 3 2 (which which, in the case of all filings referred to on said Schedule, have been or, in the case of Additional Grantors, will be delivered to the Administrative Agent in completed and duly (if applicable) 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 Administrative Agent, for the ratable benefit of the 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 the 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 (except to the extent a security interest on such Collateral can enforceability may be perfected limited by control 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 such the Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit AgreementPermitted Priority Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) (i) upon completion filing of the filings financing statements, Copyright Security Agreements, Patent Security Agreements and other actions Trademark Security Agreements specified on Schedule 3 (which 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 Administrative Agent in completed 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 Administrative Agent, for the ratable benefit of the 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, subject only to Liens permitted by the extent a security interest on such Collateral can be perfected by control Credit Agreement and (b) are prior to all other Liens on such the Collateral in existence on the date hereof Closing Date except for unrecorded Liens permitted to exist on the Collateral by the Credit Agreement which have priority over the Liens on such the Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 7.3 of the Credit Agreementlaw.