Common use of Perfected Security Interests Clause in Contracts

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent or the Local Collateral Agents, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (ii) the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangement.

Perfected Security Interests. The (a) Subject to the Perfection Exceptions and the limitations set forth in clause (b) of this Section 3.03, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral Documentsowned by such Grantor on the Closing Date (or, taken if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as a whole, subject to, perfection is possible under United States Law) security interests in the case Collateral of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create such Grantor in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A) and/or (C) in the appropriate offices case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) filing, registration and (ii) recording of fully executed agreements in the other requirements form of the Collateral Documents have been taken as Grant of Security Interest in Copyrights, the Notice and when required therein (including applicable Intellectual Property filings Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 3-A, 3-B and 3-C hereto in the United States Copyright Office and the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral AgentOffice, as applicable, and (iii) are prior to all other Liens on the Collateral of such Grantor other than Liens permitted by the Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement. (b) Notwithstanding anything to the contrary contained herein, no Grantor shall be required to (x) enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the clearing, payment proceeding and similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the benefit meaning of Section 2-326 of the Secured PartiesUniform Commercial Code of the applicable jurisdiction, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in claims of creditors of such Person, and (3) uncertificated securities (clauses (ix), (y) and (iiz) abovecollectively, subject in each case only to Permitted Liens, the “Perfection Exceptions”). (c) It is understood and such agreed that the security interest is (x) entitled to interests created hereby shall not prevent the benefits, rights and protections afforded under Grantors from using the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence ordinary course of this Section 3.12their respective businesses or as otherwise permitted by the Credit Agreement. (d) As of the date hereof, each Grantor hereby represents and (y) of such priority as provided warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementSchedule 2(a)(iv).

Perfected Security Interests. The (a) Subject to the Perfection Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral Documentsowned by such Grantor on the Closing Date (or, taken if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as a whole, subject to, perfection is possible under United States Law) security interests in the case Collateral of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create such Grantor in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the ABL Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the Collateral delivery thereof to the extent purported to be created therebyCollateral Agent, subject the applicable Collateral Representative or any Additional Agent, as to enforceability to applicable bankruptcy(or their respective agents appointed for the purposes of perfection), insolvencyin accordance with the applicable Intercreditor Agreement, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), (C) in the appropriate offices case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) filing, registration and (ii) recording of fully executed agreements in the other requirements form of the Collateral Documents have been taken as Grant of Security Interest in Copyrights, the Notice and when required therein (including applicable Intellectual Property filings Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral AgentOffice, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the benefit purposes of perfection), in accordance with the Secured Partiesapplicable Intercreditor Agreement, shall have of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter-of-Credit Rights a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in which is perfected by “control” (in the Collateral Documents in that portion case of such Collateral Deposit Accounts and Securities Accounts only to the extent that required by Sections 2.18, 2.21 and 2.23 of the Liens thereon may be perfected ABL Credit Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions described required by Section 4.01(d) and the filing of financing statements referred to in clauses clause (iA) and (iiiii) abovesubject to any applicable Intercreditor Agreement, subject in each case only are prior to Permitted Liensall other Liens on the Collateral of such Grantor other than Liens permitted by the ABL Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the ABL Credit Agreement. (b) Notwithstanding anything to the contrary contained herein, and such security interest is no Grantor shall be required to (x) entitled enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the benefitsclearing, rights payment proceeding and protections afforded under similar operations of the Company and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, except, as required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral Documents (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable thereto (subject jurisdiction, to the qualification set forth in the first sentence extent of this Section 3.12claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (yz) of such priority as provided collectively, the “Perfection Exceptions”). (c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding ordinary course of their respective businesses or as otherwise not prohibited by the foregoingABL Credit Agreement. (d) As of the date hereof, nothing each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementSchedule 2(a)(iv).

Perfected Security Interests. The (a) Subject to the Perfection Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral Documentsowned by such Grantor on the Closing Date (or, taken if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as a whole, subject to, perfection is possible under United States Law) security interests in the case Collateral of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create such Grantor in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Term Loan Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the Collateral delivery thereof to the extent purported to be created therebyCollateral Agent, subject the applicable Collateral Representative or any Additional Agent, as to enforceability to applicable bankruptcy(or their respective agents appointed for the purposes of perfection), insolvencyin accordance with the applicable Intercreditor Agreement, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), (C) in the appropriate offices case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) filing, registration and (ii) recording of fully executed agreements in the other requirements form of the Collateral Documents have been taken as Grant of Security Interest in Copyrights, the Notice and when required therein (including applicable Intellectual Property filings Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral AgentOffice, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the benefit purposes of perfection), in accordance with the Secured Partiesapplicable Intercreditor Agreement, shall have of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter of Credit Rights a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in which is perfected by “control” (in the Collateral Documents in that portion case of such Collateral Deposit Accounts and Securities Accounts only to the extent that (i) ABL Obligations or any Additional ABL Obligations remain outstanding and (ii) required by Sections 2.18, 2.21, 2.23 and 10.07 of the Liens thereon may be perfected ABL Facility Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions described required by Section 4.01(d) and the filing of financing statements referred to in clauses clause (iA) and (iiiii) abovesubject to any applicable Intercreditor Agreement, subject in each case only are prior to Permitted Liensall other Liens on the Collateral of such Grantor other than Liens permitted by the Term Loan Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Credit Agreement. (b) Notwithstanding anything to the contrary contained herein, and such security interest is no Grantor shall be required to (x) entitled enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the benefitsclearing, rights payment proceeding and protections afforded under similar operations of Borrower and its Restricted Subsidiaries, Commercial Tort Claims and Letter of Credit Rights, except, so long as the ABL Obligations or any Additional ABL Obligations remain outstanding, as required by Sections 2.18, 2.21, 2.23 and 10.07 of the ABL Facility Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral Documents (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable thereto (subject jurisdiction, to the qualification set forth in the first sentence extent of this Section 3.12claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (yz) of such priority as provided collectively, the “Perfection Exceptions”). (c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding ordinary course of their respective businesses or as otherwise not prohibited by the foregoingTerm Loan Credit Agreement. (d) As of the date hereof, nothing each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with respect to which a Commercial Tort Action was commenced other than those listed in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementSchedule 2(a)(iv).

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of All UCC filings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Borrower or the Local Collateral Agentsany Guarantor, as applicable, to the Collateral Agent for the benefit of the Secured Parties, a legal, valid Parties in respect of the Collateral (other than the Account Collateral) under the Spare Parts Security Agreement have been accomplished by the Borrower or the relevant Grantor to the extent that such security interests can be perfected by filings under the UCC and enforceable all actions necessary to obtain control of the Account Collateral as provided in Sections 9-104 and 9-106 of the UCC have been taken by such Grantor to the extent that such security interests can be perfected on or before the date of execution and delivery of the Account Control Agreement. The Spare Parts Security Agreement has been filed with the FAA in accordance with the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent’s security interest in all of the Collateral Pledged Spare Parts has been perfected to the extent purported required by the Spare Parts Security Agreement and to the extent such a security interest may be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC financing statements in appropriate form are filed in perfected under the appropriate offices (Federal Aviation Act and the appropriate fees are paid) regulations promulgated thereunder. Subject to any Intercreditor Agreement and (ii) any Other Intercreditor Agreement, the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect security interests granted to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, Parties pursuant to the Spare Parts Security Agreement in and to the Collateral described therein constitute and hereafter at all times shall have constitute a perfected security interest under therein superior and prior to the UCC and any similar or equivalent laws rights of any all other jurisdiction required Persons therein (subject, in the Collateral Documents in that portion case of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) abovepriority only, subject in each case only to Permitted Liens) to the extent such perfection and priority can be obtained by filings under the UCC, the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent is entitled with respect to such perfected security interest is (x) entitled to all the benefitsrights, rights priorities and protections benefits afforded under by the Collateral Documents applicable thereto (subject UCC to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementperfected security interests.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Second Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in at law. At such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) the Second Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the Second Lien Aircraft Mortgage are duly made in the International Registry, (iic) with respect to identified intellectual property registered in the other requirements United States, the Second Lien Trademark Security Agreement and the Second Lien Patent Security Agreement are filed in the appropriate divisions of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office (and the appropriate fees are paid) and the Second Lien Copyright Security Agreement is filed in the United States Copyright Office or any filings required (and the appropriate fees are paid), (d) the Second Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (e) execution of the Control Agreements and (f) delivery of pledged securities under the Collateral Documents Second Lien Pledge Agreement (together with respect appropriate stock powers) to Intellectual Property outside of the United States) and subject to Section 4.03 hereinAdministrative Agent or the First Lien Administrative Agent, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Second Priority Secured Parties, shall have a second priority perfected security interest under and/or mortgage (or comparable Lien) in all of the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (ia) and through (iif) above, subject in each case only to Permitted LiensLiens permitted by Section 6.01 (or, and such security interest is (x) entitled in the case of the Real Property Assets, subject only to the benefits, rights Permitted Liens and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth other Liens specified in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior applicable Second Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementReal Estate Mortgage).

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in this Agreement, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest in all may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000 or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the extent purported to be created therebyCollateral Agent, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (iC) UCC financing statements in appropriate form are filed in the appropriate offices case of Deposit Accounts, the execution of Deposit Account Control Agreements, and/or (and D) in the appropriate fees are paid) and (ii) case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the other requirements completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 2 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or any filings required otherwise as permitted under the Collateral Documents with respect to Intellectual Property outside of Term Loan Agreement (including Revolving Liens). It being understood and agreed that the United Statesrepresentation and warranty set forth in this Section 3.3(a) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral be qualified to the extent that any action required to grant, perfect or enforce a security interest in the Liens thereon may be perfected upon applicable Collateral is not required under the taking terms of the actions described in clauses Loan Documents. (ib) It is understood and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to agreed that the benefits, rights and protections afforded under Security Interests created hereby shall not prevent the Grantors from using the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence ordinary course of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementtheir respective businesses.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.3, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Notes Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Notes Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Notes Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), and/or (C) in the appropriate offices (and case of Intellectual Property Collateral, the appropriate fees are paid) and (ii) the other requirements completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereinOffice, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in terms of the first sentence Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Notes Collateral Agent’s Lien by operation of this Section 3.12law or otherwise as permitted under the Indenture. (b) and (y) of such priority as provided in Notwithstanding anything to the Junior Lien Intercreditor Agreement if applicable. Notwithstanding contrary herein, no Grantor shall be required to perfect the foregoing, nothing in this Agreement or Security Interests created hereby by any means other Collateral Documents shall require any Borrower or any of its Subsidiaries to than (i) register or apply filings pursuant to register any intellectual property or the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral and if the value of any such Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the Notes Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the case of Collateral that consists of Letter-of-Credit Rights, taking the actions specified in Section 4.5 and (vi) in the case of Collateral that consists of Commercial Tort Claims, taking the actions specified in Section 4.6. No Grantor shall be required to (x) enter into any source code escrow arrangementsecurity agreements governed under foreign law or (y) take any other actions in any foreign jurisdiction or required by foreign law to create any Security Interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest. (c) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses or as otherwise permitted by the Indenture. (d) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the Closing Date.

Perfected Security Interests. The (a) Subject to the Perfection Exceptions, the Security Interests by such Grantor granted pursuant to this Agreement (i) will attach to each item of Collateral Documentsowned by such Grantor on the Closing Date (or, taken if such Grantor first obtains rights thereto on a later date, on such later date), (ii) will constitute valid perfected (so long as a whole, subject to, perfection is possible under United States Law) security interests in the case Collateral of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create such Grantor in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the ABL Secured Parties, as collateral security for the Guaranteed Obligations of such Grantor, upon (A) in the case of Collateral of such Grantor in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Chattel Paper to be pledged or assigned by such Grantor, the earlier of the Collateral delivery thereof to the extent purported to be created therebyCollateral Agent, subject the applicable Collateral Representative or any Additional Agent, as to enforceability to applicable bankruptcy(or their respective agents appointed for the purposes of perfection), insolvencyin accordance with the applicable Intercreditor Agreement, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), (C) in the appropriate offices case of registered Copyrights, applied for and registered Trademarks, applied for and issued Patents and Exclusive IP Agreements included in the Intellectual Property Collateral of such Grantor, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) filing, registration and (ii) recording of fully executed agreements in the other requirements form of the Collateral Documents have been taken as Grant of Security Interest in Copyrights, the Notice and when required therein (including applicable Intellectual Property filings Confirmation of Grant of Security Interest in Patents and the Notice and Confirmation of Grant of Security Interest in Trademarks set forth in Exhibit 2-A, 2-B and 2-C hereto in the United States Copyright Office and the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral AgentOffice, as applicable, (D) obtaining and maintenance of “control” (as described in the UCC) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for the benefit purposes of perfection), in accordance with the Secured Partiesapplicable Intercreditor Agreement, shall have of all Deposit Accounts, Securities Accounts, Electronic Chattel Paper and Letter-of-Credit Rights a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in which is perfected by “control” (in the Collateral Documents in that portion case of such Collateral Deposit Accounts and Securities Accounts only to the extent that required by Sections 2.18, 2.21 and 2.23 of the Liens thereon may be perfected ABL Credit Agreement) and/or (E) in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 2(a)(iv) on the date of this Agreement) upon the taking of the actions described required by Section 4.01(d) and the filing of financing statements referred to in clauses clause (iA) and (iiiii) abovesubject to any applicable Intercreditor Agreement, subject in each case only are prior to Permitted Liensall other Liens on the Collateral of such Grantor other than Liens permitted by the ABL Credit Agreement having priority over or being pari passu with the Collateral Agent’s Lien by operation of law or otherwise as permitted under the ABL Credit Agreement. (b) Notwithstanding anything to the contrary contained herein, and such security interest is no Grantor shall be required to (x) entitled enter into control agreements with respect to, or otherwise perfect any security interest by “control” over, securities accounts, deposit accounts, other bank accounts, cash and Cash Equivalents and accounts related to the benefitsclearing, rights payment proceeding and protections afforded under similar operations of the Company and its Restricted Subsidiaries, Commercial Tort Claims and Letter-of-Credit Rights, except, as required by Sections 2.18, 2.21 and 2.23 of the ABL Credit Agreement, (y) take any action in any jurisdiction (other than the United States of America, any state thereof and the District of Columbia) to perfect any security interest in any Collateral Documents (including Equity Interests of Foreign Subsidiaries) or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) Fixtures, (2) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable thereto (subject jurisdiction, to the qualification set forth in the first sentence extent of this Section 3.12claims of creditors of such Person, and (3) uncertificated securities (clauses (x), (y) and (yz) of such priority as provided collectively, the “Perfection Exceptions”). (c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding ordinary course of their respective businesses or as otherwise not prohibited by the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementABL Credit Agreement.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in this Agreement, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor favour of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Canadian Secured Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest in all may be perfected by filing a financing statement under the PPSA, the completion of the filing, registration and recording of financing statements naming each Grantor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the extent purported to be created therebyAgent, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (iC) UCC financing statements in appropriate form are filed in the appropriate case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (x) in the Canadian Intellectual Property Office or any similar offices (and the appropriate fees are paid) in any other country, group of countries or any political subdivision thereof , and (ii) the are prior to all other requirements of Liens on the Collateral Documents have been taken other than Permitted Liens having priority over the Agent’s Lien by operation of law or otherwise as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required permitted under the Collateral Documents with respect to Intellectual Property outside of Credit Agreement. It being understood and agreed that the United Statesrepresentation and warranty set forth in this Section 3.3(a) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral be qualified to the extent that any action required to grant, perfect or enforce a security interest in the Liens thereon may be perfected upon applicable Collateral is not required under the taking terms of the actions described in clauses Loan Documents. (ib) It is understood and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to agreed that the benefits, rights and protections afforded under Security Interests created hereby shall not prevent the Grantors from using the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence ordinary course of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementtheir respective businesses.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent or the Local Collateral Agents, as applicableAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created therebyCollateral, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in at law. At such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), and (b) the Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the Aircraft Mortgage are duly made in the International Registry, (c) the Real Estate Mortgages are filed in the appropriate recording office (and the appropriate taxes and fees are paid) and (iid) the other requirements execution of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereinAccount Control Agreements, the Collateral Agent or the Local Collateral Administrative Agent, as applicable, for the benefit of the Secured Parties, shall have a first priority (subject only to Specified Permitted Collateral Liens) perfected security interest under and/or mortgage (or comparable Lien) in all of the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon on such Collateral may be perfected upon the filings or recordations or upon the taking of the actions described in clauses (ia) and through (iid) above, subject in each case only to Permitted LiensCollateral Liens (and, in the case of the Mortgaged Real Property, the Liens specified in the title insurance policy insuring applicable Real Estate Mortgage), and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangement3.16).

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.3, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the US Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each US Grantor as “debtor” and the US Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally US Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), (C) in the appropriate offices case of Deposit Accounts, the execution of Deposit Account Control Agreements, (and D) in the appropriate fees are paidcase of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) and (ii) in the other requirements case of Intellectual Property Collateral, the completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the US Collateral Agent’s Lien by operation of law or any filings required otherwise as permitted under the Collateral Documents Credit Agreement. (b) Notwithstanding anything to the contrary herein, no US Grantor shall be required to perfect the Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property outside Property, (iii) in the case of Collateral that constitutes Deposit Accounts and Securities Accounts for which a Control Agreement is required pursuant to Section 9.16 of the United States) Credit Agreement, execute Deposit Account Control Agreements and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral AgentSecurities Account Control Agreements, as applicable, for (iv) in the benefit case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required extent included in the Collateral Documents in that portion and if the value of any such Collateral Instrument, Negotiable Document, Certificated Security or Tangible Chattel Paper exceeds $5,000,000 (individually), delivery to the extent US Collateral Agent (or its non-fiduciary agent or designee) to be held in its possession in the United States, provided that in no event shall any Certificated Security of any Foreign Subsidiary be required to be delivered, (v) in the Liens thereon may be perfected upon the case of Collateral that consists of Letter-of-Credit Rights, taking of the actions described specified in clauses (i) Section 4.5 and (iivi) abovein the case of Collateral that consists of Commercial Tort Claims, subject taking the actions specified in each case only Section 4.6. No US Grantor shall be required to Permitted Liens, and such security interest is (x) entitled enter into any security agreements governed under foreign law or (y) take any other actions in any foreign jurisdiction or required by foreign law to create any Security Interest in Collateral located or titled outside the benefits, rights and protections afforded under the Collateral Documents applicable thereto United States or to perfect or make enforceable any Security Interest; provided that clauses (subject to the qualification set forth in the first sentence of this Section 3.12x) and (y) of such priority as provided above shall not apply to any US Grantor that owns Capital Stock in any Canadian Subsidiary. (c) It is understood and agreed that the Security Interests created hereby shall not prevent the US Grantors from using the Collateral in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding ordinary course of their respective businesses or as otherwise permitted by the foregoingCredit Agreement. (d) The Perfection Certificate has been duly prepared, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to completed and executed and the information set forth therein (including (i) register or apply to register any intellectual property or the exact legal name of each US Grantor and (ii) enter into any source code escrow arrangementthe jurisdiction of organization of each US Grantor) is correct and complete as of the Closing Date.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.3, taken as a wholethe Pledge Agreement and Section 9.11 of the Credit Agreement, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the First Lien Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper, negotiable Documents and Certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), and/or (C) in the appropriate offices case of U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) and (ii) the other requirements completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 2 hereto with, as applicable, (x) the United States Patent and Trademark Office and or (y) the United States Copyright Office and (ii) are prior to all other Liens on the Collateral other than Liens permitted by each of the Credit Agreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings required under the Collateral Documents or otherwise take any action with respect to Intellectual Property the perfection of the Security Interests created hereby in any jurisdiction outside of the United StatesStates or incur or reimburse any expense in connection therewith. (b) and subject Notwithstanding anything to Section 4.03 the contrary herein, no Grantor shall be required to perfect the Collateral Agent Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the Local Collateral AgentUnited States Copyright Office, as applicable, for with respect to U.S. Recordable Intellectual Property, (iii) in the benefit case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required extent included in the Collateral Documents in that portion of such Collateral and required by Section 4.5, delivery to the extent Collateral Agent to be held in its possession in the United States and (iv) in the case of Collateral that the Liens thereon may be perfected upon the constitutes Commercial Tort Claims taking of the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iiii) and (iiiv) above, subject in each case only take actions to Permitted Liensperfect by Control, and such security interest is including delivering control agreements with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (3) take any perfection actions with respect to (x) entitled Letter of Credit Rights, except to the benefitsextent constituting Supporting Obligations of other Collateral as to which perfection is accomplished by the filing of a Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, rights and protections afforded under other than the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence filing of this Section 3.12a Uniform Commercial Code financing statement or equivalent) and (y) Vehicles and other assets subject to certificates of such priority as provided title or (4) deliver Certificated Securities, if any, representing or evidencing the Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary. (c) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the Junior ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement and any Additional First Lien Intercreditor Agreement if applicable. Notwithstanding Agreements. (d) The Perfection Certificate has been duly prepared, completed and executed and the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to information set forth therein (including (i) register or apply to register any intellectual property or the exact legal name of each Grantor and (ii) enter into any source code escrow arrangementthe jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the Closing Date.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in this Agreement, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest in all may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing statements naming each Grantor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the extent purported to be created therebyAgent, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (iC) UCC financing statements in appropriate form are filed in the appropriate offices case of Deposit Accounts, the execution of Deposit Account Control Agreements, and/or (and D) in the appropriate fees are paid) and (ii) case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the other requirements completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 2 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Agent’s Lien by operation of law or any filings required otherwise as permitted under the Collateral Documents with respect to Intellectual Property outside of Credit Agreement (including Term Loan Liens). It being understood and agreed that the United Statesrepresentation and warranty set forth in this Section 3.3(a) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral be qualified to the extent that any action required to grant, perfect or enforce a security interest in the Liens thereon may be perfected upon applicable Collateral is not required under the taking terms of the actions described in clauses Loan Documents. (ib) It is understood and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to agreed that the benefits, rights and protections afforded under Security Interests created hereby shall not prevent the Grantors from using the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence ordinary course of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementtheir respective businesses.

Perfected Security Interests. The (a) Prior to the Conversion Date, upon entry of the Final DIP Order, the Obligations shall constitute Superpriority Claims and the Final DIP Order shall be effective to create, during the Chapter 11 Cases, in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid, enforceable and perfected security interest under the laws of the United States in the Collateral, with the following priority: (i) pursuant to section 364(c)(2) of the Bankruptcy Code, a first priority security interest in and Lien on the Collateral not otherwise subject to Permitted Priority Liens and RCF Spare Parts Replacement Liens, subject only to the Carve-Out; and (ii) pursuant to section 364(c)(3) of the Bankruptcy Code, junior priority security interest in and Lien on the Collateral subject to Permitted Priority Liens, the Carve-Out and RCF Spare Parts Replacement Liens, as and to the extent contemplated by and described in the Final DIP Order and the Collateral Documents. Without limiting the immediately foregoing sentence, at such time as (x) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (y) the other requirements of the Collateral Documents have been taken as and when required therein and subject to Section 4.03 herein, the Collateral Trustee or any Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (x) and (y) above, subject in each case only to the Carve-Out and Permitted DIP Liens, and such security interest is (1) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (2) of such priority as provided herein and in the Final DIP Order. For the avoidance of doubt but without affecting the first sentence of this Section 3.12(a), the Loan Documents will not require (i) the execution, filing or recording of mortgages in respect of real property (other than the Real Estate Mortgages) or control agreements (other than with respect to the Disbursement Account or any Controlled Account), (ii) 92 the taking of any action to obtain possession or control of any Collateral (other than in respect of any Priority Pledged Equity Interests and the Intercompany Note), (iii) any action in addition to those required by the second sentence of this Section 3.12(a) with respect to the perfection of any security interest in any Intellectual Property beyond the filing of Intellectual Property Security Agreements in respect of Intellectual Property registered, issued or applied-for with the United States Patent and Trademark Office or the Copyright Office or the filing of Non-U.S. IP Security Agreements in respect of Non-U.S. Intellectual Property in the applicable Non-U.S. IP Registration Office, (iv) the filing or taking of any action with respect to the perfection of any security interest in any Pledged Spare Part or Pledged Engine (other than Priority Pledged Engines, as contemplated in Section 4.03), or (v) in any event, the making of any filing or taking of any action with respect to creation, perfection, priority or other action with respect to security interests in any jurisdiction outside of the United States in assets located, titled or arising or protected under the laws of a jurisdiction outside of the United States, except as provided in Section 4.03. (b) On and after the Conversion Date, the Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent Trustee or the Local Collateral Agents, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in lawlaw (but excluding any Collateral Document governed by the law of a Security Jurisdiction outside the United States under whose Law execution alone of such Collateral Document is not sufficient to so create such a Security Interest). At such time as (i) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (ii) the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent Trustee or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.123.12(b)) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicableCollateral Trust Agreement. Notwithstanding For the foregoingavoidance of doubt but without affecting the first sentence of this Section 3.12(b), nothing the Loan Documents will not require (A) the execution, filing or recording of mortgages in this Agreement or any other Collateral Documents shall require any Borrower or any respect of its Subsidiaries to (i) register or apply to register any intellectual real property or control agreements, (iiB) enter into the taking of any source code escrow arrangementaction with respect to any Collateral in any non-Security Jurisdiction (other than any actions in accordance with the English Law Security Agreement (as defined in the Collateral Trust Agreement)) or (C) any action to obtain possession or control of any Collateral (other than in respect of any Priority Pledged Equity Interests, the Intercompany Note or as otherwise expressly required by Section 4.1 or 4.3 of the Pledge and Security Agreement).

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Master Collateral Agent or the Local Collateral AgentsAdministrator, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, winding-up, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in at law. At With respect to the Collateral as of the Closing Date, at such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and ), (iib) the other requirements execution of Account Control Agreements (if applicable), (c) the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property appropriate filings in with the United States Patent and Trademark Office are made and (d) any notices required pursuant to the Cayman Share Mortgages and the United States Copyright Office or any filings required under Cayman Security Assignment Deeds have been served pursuant the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereinterms thereof, the Collateral Agent or the Local Master Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a first priority perfected security interest under the UCC and any similar and/or mortgage (or equivalent laws of any other jurisdiction required comparable Lien) in the Collateral Documents in that portion all of such Collateral to the extent that the Liens thereon on such Collateral may be perfected upon the filings, registrations or recordations or upon the taking of the actions described in clauses (ia), (b) and (iic) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangement3.11).

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.3, taken as a whole, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Chattel Paper and certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), (C) in the appropriate offices case of Deposit Accounts, the execution of Deposit Account Control Agreements, (and D) in the appropriate fees are paidcase of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) and (ii) in the other requirements case of Intellectual Property Collateral, the completion of the Collateral Documents have been taken as filing, registration and when required therein (including applicable recording of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or any filings required otherwise as permitted under the Collateral Documents Revolving Credit Agreement. (b) Notwithstanding anything to the contrary herein, no Grantor shall be required, on or before the Closing Date, to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral, delivery to the Collateral Agent to be held in its possession in the United States. No Grantor shall be required, on or before the Closing Date, to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States. (c) It is understood and subject to Section 4.03 herein, agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion ordinary course of such Collateral to their respective businesses. (d) The Perfection Certificate has been duly prepared, completed and executed and the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses information set forth therein (including (i) the exact legal name of each Grantor and (ii) above, subject in the jurisdiction of organization of each case only to Permitted Liens, Grantor) is correct and such security interest is (x) entitled to complete as of the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementClosing Date.

Perfected Security Interests. The Collateral Documents(a) Subject to the terms of the First Lien/Second Lien Intercreditor Agreement and the limitations set forth in clause (b) of this Section 3.3, taken as a wholethe Second Lien Pledge Agreement and Section 9.11 of the Second Lien Credit Agreement, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the Second Lien Secured Parties, as collateral security for the Second Lien Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper, negotiable Documents and Certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created therebyCollateral Agent (or its agent, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium designee or other similar laws affecting creditors’ rights generally bailee) and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), and/or (C) in the appropriate offices case of U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral in which a security interest may be perfected by such filings, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) and (ii) the other requirements completion of the Collateral Documents have been taken as filing and when required therein (including applicable recordation of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 2 hereto with, as applicable, (x) the United States Patent and Trademark Office and or (y) the United States Copyright Office and (ii) are prior to all other Liens on the Collateral other than Liens permitted by each of the First Lien Credit Agreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings required under the Collateral Documents or otherwise take any action with respect to Intellectual Property the perfection of the Security Interests created hereby in any jurisdiction outside of the United StatesStates or incur or reimburse any expense in connection therewith. (b) and subject Notwithstanding anything to Section 4.03 the contrary herein, no Grantor shall be required to perfect the Collateral Agent Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the Local Collateral AgentUnited States Copyright Office, as applicable, for with respect to U.S. Recordable Intellectual Property, (iii) in the benefit case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required extent included in the Collateral Documents in that portion of such Collateral and required by Section 4.5, delivery to the extent Collateral Agent (or its agent, designee or bailee) to be held in its possession in the United States and (iv) in the case of Collateral that the Liens thereon may be perfected upon the constitutes Commercial Tort Claims taking of the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iiii) and (iiiv) above, subject in each case only take actions to Permitted Liensperfect by Control, and such security interest is including delivering control agreements with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (3) take any perfection actions with respect to (x) entitled Letter of Credit Rights, except to the benefitsextent constituting Supporting Obligations of other Collateral as to which perfection is accomplished by the filing of a Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, rights and protections afforded under other than the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence filing of this Section 3.12a Uniform Commercial Code financing statement or equivalent) and (y) Vehicles and other assets subject to certificates of such priority as provided title or (4) deliver Certificated Securities, if any, representing or evidencing the Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary. (c) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the Junior ordinary course of their respective businesses or as otherwise permitted by the Second Lien Intercreditor Credit Agreement if applicable. Notwithstanding and any Additional Second Lien Agreements. (d) The Perfection Certificate has been duly prepared, completed and executed and the foregoinginformation set forth therein (including, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to without limitation, (i) register or apply to register any intellectual property or the exact legal name of each Grantor and (ii) enter into any source code escrow arrangementthe jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the Closing Date.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.5, taken as a whole, subject to, the security interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the case of any Non-U.S. Loan PartyCollateral (with respect to perfection, as to which perfection may be obtained by the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create filing or other actions described in this Section 3.5(a)) in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the ratable benefit of the Secured Parties, a legalas collateral security for the Obligations, valid upon (A) the filing of financing statements naming each Debtor as debtor and enforceable security interest the Agent as secured party and describing the Collateral in all the applicable filing offices; (B) in the case of instruments and certificated securities, upon the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), and/or (C) in the appropriate offices (and case of Registered Intellectual Property included in the appropriate fees are paid) and (ii) Collateral, the other requirements completion of the Collateral Documents have been taken filing, registration and recording of fully executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, as the case may be, (x) with respect to Patents and when required therein (including applicable Intellectual Property filings Trademarks, in the United States Patent and Trademark Office within the three-month period commencing as of the date hereof or, in the case of Patents or Trademarks acquired after the date hereof, within the three-month period commencing as of the date of such acquisition and (y) with respect to Copyrights, in the United States Copyright Office or any filings required under within the Collateral Documents with respect to Intellectual Property outside one-month period commencing as of the United States) and subject to Section 4.03 hereindate hereof or, in the Collateral Agent or case of Copyrights acquired after the Local Collateral Agentdate hereof, within the one-month period commencing as applicable, for the benefit of the Secured Partiesdate of such acquisition, shall have a perfected security interest under and (z) otherwise as may be required pursuant to the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon a security interest may be perfected upon the taking of the actions described in clauses (i) by such filings, registrations and recordings, and (ii) aboveare prior to all other Liens on the Collateral other than Liens permitted by Section 6.02 of the Credit Agreement. (b) Notwithstanding anything to the contrary herein, subject no Debtor shall be required to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Codes of the relevant States of such Debtors, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property and (iii) in each the case only to Permitted Liensof Collateral that constitutes instruments, and such security interest is certificated securities or negotiable documents, possession by the Agent in the United States; provided that (x) entitled to the benefitsa foreign pledge or security agreement may be required, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence reasonable discretion of this Section 3.12the Agent, in the case of a material Investment by any Debtor where United States law (or the law of any applicable State or instrumentality thereof) would not recognize a perfected lien on such Investment or the assets or interests of any Debtor relating thereto and (y) any commercial tort claim of such priority as provided a Debtor where the amount in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement controversy is equal to or any other Collateral Documents exceeds $5,000,000 shall require any Borrower or any of its Subsidiaries be required to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementbe perfected.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in Upon entry of the case of any Non-U.S. Loan PartyFinal DIP Order, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are Final DIP Order shall be effective to create in favor of the Collateral Agent or the Local Collateral AgentsAgent, as applicable, for the benefit of the DIP Secured Parties, a legal, valid valid, enforceable and enforceable perfected security interest in all of the Collateral DIP Collateral4 with the priority as provided in Section 3.01Section 3.01, as and to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally contemplated by and subject to general principles of equity, regardless of whether considered described in a proceeding in equity or in lawsuch Final DIP Order and the Collateral Documents. At such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (iib) the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereintherein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the DIP Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such DIP Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (ia) and (iib) above, subject in each case only to the Carve-Out and Permitted Liens, and such security interest is (xi) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.124.12Section 4.12) and (yii) of such priority as provided herein in Section 3 and in the Junior Lien Intercreditor Agreement Final DIP Order. For the avoidance of doubt but without affecting the first sentence of this Section 4.12Section 4.12, the DIP Loan Documents will not require (i) the execution, filing or recording of mortgages in respect of real property (other than the Real Estate Mortgages), control agreements (other than with respect to the Disbursement Account and the Collateral Proceeds Account, if applicable. Notwithstanding any), (ii) the foregoingtaking of any action to obtain possession or control of any DIP Collateral (other than in respect of any Priority Pledged Equity Interests and any Colombian Engine Pledge), nothing in this Agreement (iii) or any action with respect to Intellectual Property beyond the filing of Intellectual Property Security Agreements in respect of Intellectual Property registered, issued or applied-for with the United States Patent and Trademark Office or the Copyright Office, (iv) the filing or taking of any action with respect to the perfection of any security interest in any Pledged Spare Part or Pledged Engine (other than Priority Pledged Engines, as contemplated in Schedule 4 NTD: The “DIP Collateral” in the Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementinclude, without limitation, all Pledged Debt, Pledged Engines, Pledged Route Authorities, Pledged Slots, Pledged Spare Parts, Priority Pledged Equity Interests, Priority Pledged Engines, the loyalty program and the brand, and the cargo business.

Perfected Security Interests. The Collateral Documents(a) Subject to the limitations set forth in clause (b) of this Section 3.3, taken as a wholethe First Lien Pledge Agreement and Section 9.11 of the First Lien Credit Agreement, subject to, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security interests in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create Collateral in favor of the Collateral Agent or the Local Collateral Agents, as applicableAgent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) in the case of Collateral in which a legal, valid and enforceable security interest may be perfected by filing a financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in all the applicable filing offices, (B) in the case of Instruments, Tangible Chattel Paper, negotiable Documents and Certificated Securities, the earlier of the Collateral delivery thereof to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally Collateral Agent and subject to general principles the filing of equity, regardless of whether considered in a proceeding in equity or in law. At such time as (i) UCC the financing statements referred to in appropriate form are filed clause (A), and/or (C) in the appropriate offices case of U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral in which a security interest may be perfect by such filings, the filing of the financing statements referred to in clause (A) and the appropriate fees are paid) and (ii) the other requirements completion of the Collateral Documents have been taken as filing and when required therein (including applicable recordation of fully executed agreements in the form of the Intellectual Property filings Security Agreement set forth in Exhibit 2 hereto with, as applicable, (x) the United States Patent and Trademark Office and or (y) the United States Copyright Office and (ii) are prior to all other Liens on the Collateral other than Liens permitted by each of the First Lien Credit Agreement and any Additional First Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall be required to complete any filings required under the Collateral Documents or otherwise take any action with respect to Intellectual Property the perfection of the Security Interests created hereby in any jurisdiction outside of the United StatesStates or incur or reimburse any expense in connection therewith. (b) and subject Notwithstanding anything to Section 4.03 the contrary herein, no Grantor shall be required to perfect the Collateral Agent Security Interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office or the Local Collateral AgentUnited States Copyright Office, as applicable, for with respect to U.S. Recordable Intellectual Property, (iii) in the benefit case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities, in each case, to the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required extent included in the Collateral Documents in that portion of such Collateral and required by Section 4.5, delivery to the extent Collateral Agent to be held in its possession in the United States and (iv) in the case of Collateral that the Liens thereon may be perfected upon the constitutes Commercial Tort Claims taking of the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses (iiii) and (iiiv) above, subject in each case only take actions to Permitted Liensperfect by Control, and such security interest is including delivering control agreements with respect to Deposit Accounts, Securities Accounts or Commodity Accounts, (3) take any perfection actions with respect to (x) entitled Letter of Credit Rights, except to the benefitsextent constituting Supporting Obligations of other Collateral as to which perfection is accomplished by the filing of a Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required to perfect a security interest in Letter of Credit Rights, rights and protections afforded under other than the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence filing of this Section 3.12a Uniform Commercial Code financing statement or equivalent) and (y) Vehicles and other assets subject to certificates of such priority as provided title or (4) deliver Certificated Securities, if any, representing or evidencing the Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that is not a Subsidiary. (c) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the Junior ordinary course of their respective businesses or as otherwise permitted by the First Lien Intercreditor Credit Agreement if applicable. Notwithstanding and any Additional First Lien Agreements. (d) The Perfection Certificate has been duly prepared, completed and executed and the foregoinginformation set forth therein (including, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to without limitation, (i) register or apply to register any intellectual property or the exact legal name of each Grantor and (ii) enter into any source code escrow arrangementthe jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the Closing Date.

Perfected Security Interests. (A) The Collateral DocumentsSecurity Documents (other than the Mortgages), taken as a wholewhen executed and delivered in connection with the sale of the Securities, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to will create in favor of the Collateral Agent or the Local Collateral Agents, as applicable, for the benefit of itself, the Secured PartiesTrustee and the holders of the Notes, valid and enforceable security interests in and liens on the Collateral and, upon the filing of appropriate Uniform Commercial Code (as in effect in the applicable state of jurisdiction, (“UCC”)) financing statements in U.S. jurisdictions as set forth on Annex II hereto and/or the taking of other actions, in each case as further described in the Security Documents, the security interests in and liens on the rights of the Company or the applicable Guarantor in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than the liens securing the New Credit Facility and other Permitted Liens (as defined in the Indenture). (B) Upon execution and delivery, the Mortgages will be effective to grant a legal, valid and enforceable mortgage lien or security title and security interest on all of the mortgagor’s right, title and interest in the real property described therein (each, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”). When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law, applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a validly perfected and enforceable second-priority lien or security title and security interest in all the related Mortgaged Property constituting Collateral for the benefit of the Collateral Trustee and the holders of the Securities, subject only to Permitted Liens (as defined in the Indenture) or liens and encumbrances expressly set forth as an exception to the extent purported policies of title insurance, if any, obtained to insure the lien of each Mortgage with respect to each of the Mortgaged Properties, and as may be created thereby, subject as to enforceability to limited by (x) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar laws law affecting creditors’ rights generally and subject to (y) general principles of equity, equity (regardless of whether considered in a proceeding in equity or in at law. At such time as (i) UCC financing statements in appropriate form are filed in the appropriate offices (), including concepts of commercial reasonableness, good faith and fair dealing and the appropriate fees are paid) and (ii) the other requirements possible unavailability of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office specific performance or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementinjunctive relief.