Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Pledgee, for the benefit of the Pledgee, a legal, valid and enforceable security interest in the Collateral. Such security interest will be perfected (i) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Pledgee with duly executed stock powers with respect thereto, (ii) with respect to any such Collateral that is a "security" (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Pledgee over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Collateral that is not a "security" (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Administrative Agent, for the benefit of the other Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral. Such security interest will be perfected (i) with respect to any such Pledged Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Pledged Collateral is delivered to the Administrative Agent or any Person acting as bailee for the Administrative Agent for purposes of perfecting the security interests in such Pledged Collateral with duly executed stock powers with respect thereto, (ii) with respect to any such Pledged Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors or when control is established by the Administrative Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (iii) with respect to any such Pledged Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Pledgors. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Bank a legal, valid and enforceable security interest in the Collateral and when (i) financing statements in appropriate form, properly describing the collateral and identifying the appropriate party as debtor and identifying the Bank as the secured party are filed in the office of the secretary of state of the jurisdiction of organization of each applicable party or such other office specified by the Code as necessary for perfection, (ii) the Bank obtains control of Collateral consisting of investment property and possession of Collateral consisting of instruments and (iii) appropriate documents with respect to Patents, Trademarks and Copyrights, if any, are filed in the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, the security interest granted to the Bank shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral and when (i) financing statements in appropriate form, properly describing the collateral and identifying the Borrower as debtor and identifying the Agent as the secured party are filed in the office of the secretary of state of the jurisdiction of organization of the Borrower or such other office specified by the Code as necessary for perfection, (ii) the Agent obtains control of Collateral consisting of investment property and possession of Collateral consisting of instruments and (iii) appropriate documents with respect to Patents, Trademarks and Copyrights, if any, are filed in the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, the security interest granted to the Agent shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Secured Party, for the benefit of itself, the Issuing Bank and the Lenders, a legal, valid and enforceable security interest in the Collateral to the extent required hereunder, including all Intellectual Property. Such security interest will be perfected upon (i) in the case of all Collateral in which a security interest may be perfected by the filing of a financing statement under the UCC (other than any Commercial Tort Claims not disclosed on Schedule 6 hereto), the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Secured Party in completed and duly executed form), (ii) the delivery to the Secured Party of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Secured Party or in blank, (iii) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts to the extent required hereunder, and (iv) in the case of Intellectual Property, the taking of the actions described in the immediately following subsection (g). Each such security interest that may be perfected by the taking of the actions described in this Section 4(c) shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over the Secured Party’s Lien by operation of Applicable Law.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Collateral Agent (for the benefit of (i) the U.S. Administrative Agent for the ratable benefit of the U.S. Credit Parties and (ii) the Euro Administrative Agent for the ratable benefit of the Euro Credit Parties) a valid and enforceable security interest in the Collateral securing the payment and performance of the Secured Obligations. In the case of the types of Collateral described in the following clauses (1) through (6), such security interest will be perfected upon (1) in the case of all Collateral in which a security interest can be perfected by filing a UCC financing statement, the completion of the filing of the UCC financing statements and other filings delivered by the Loan Parties to the Collateral Agent on the Closing Date (which are in appropriate form for filing in the applicable offices) in the jurisdictions set forth on Schedule 3.03, (2) in the case of all Intellectual Property that is issued by, or registered or applied for in, the United States Patent and Trademark Office or the United States Copyright Office constituting IP Collateral, the filings described in clause (1) above and the filing and recordation of the Patent Security Agreement and the Trademark Security Agreement with the United States Patent and Trademark Office and the Copyright Security Agreement with the United States Copyright Office with respect to each Grantor’s Patents, Trademarks and Copyrights (as such terms are defined in the Intellectual Property Security Agreement) that are issued by, or registered or applied for in the United States Patent and Trademark Office or the United States Copyright Office (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, issued patents and patent applications and copyrights acquired by the Grantors after the date hereof), (3) the execution of an agreement that creates “control” (as defined in Sections 9-104, 9-106 or 8-106 of the UCC, as applicable) in favor of the Collateral Agent with respect to all Deposit Accounts and Securities Accounts, (4) in the case of Letter of Credit Rights, the Collateral Agent obtaining “control” (as defined in Section 9-107 of the UCC), (5) in the case of Money, the Collateral Agent obtaining possession of such Money, and (6) the delivery to the Collateral Agent of all Collateral cons...
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of Secured Party, for the benefit of the Credit Parties, a legal, valid and enforceable first-priority security interest in the Collateral. Such security interest will be perfected upon (i) in the case of all Collateral in which a security interest may be perfected by the filing of a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 and the recording of the financing statements in the appropriate office, (ii) the delivery to Secured Party of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Grantor under this Agreement. Each such security interest shall be prior to all other Liens on the Collateral.
Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Secured Party, for the benefit of the Secured Beneficiaries, a legal, valid and enforceable first-priority security interest in the Collateral other than any Deposit Account or Securities Account with respect to which, in accordance with Section 5(e), no Deposit Account Control Agreement or Securities Account Control Agreement has been delivered. Such security interest will be perfected upon (i) in the case of all Collateral in which a security interest may be perfected by the filing of a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Secured Party in completed and duly executed form), (ii) the delivery to the Secured Party of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Secured Party or in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, and (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Grantor under this Agreement. Each such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over the Secured Party’s security interest solely by operation of Applicable Law.
Validity and Perfection of Security Interest. Subject to the filings described in Section 3.1 above, the Security Interest constitutes a legal, valid and perfected security interest in all the Grantor’s right, title and interest in Aircraft Collateral securing the payment and performance of the Obligations.
Validity and Perfection of Security Interest. The Security Interest constitutes (a) a legal and valid second-priority security interest in all the Collateral securing the payment and performance of the Obligations, (b) subject to the filings described in Section 3.02 above, a perfected second-priority security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other analogous applicable law in such jurisdictions, (c) a second-priority security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. Section 205 and otherwise as may be required to pursuant to the laws of any other necessary jurisdiction in the United States (or any political subdivision thereof) and its territories and possessions and (d) upon delivery to the Collateral Agent of the Pledged Collateral, including certificates or other documents representing or evidencing the Pledged Collateral, in accordance with this Agreement, a valid and perfected second-priority lien upon and security interest in such Pledged Collateral. The Security Interest is and shall be a second-priority Security Interest, prior to any other Lien on any of the Collateral, other than (x) Liens securing Senior Lender Claims or (y) any other Permitted Liens.
