Perfection; Priority. (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the U.S. ABL Collateral Agent for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Code) by the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, Letter of Credit Rights and Electronic Chattel Paper a security interest in which is perfected by “control,” the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Security Collateral in favor of the U.S. ABL Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons other than Permitted Liens (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the U.S. ABL Collateral Agent or the applicable Collateral Representative, Cash Flow Collateral Agent, First Lien Note Agent, or any Additional A...
Perfection; Priority. The Administrative Agent, as agent for the Banks, -------------------- will have a valid, perfected first priority lien or security interest, as applicable, in the Hotel Property (including without limitation the Participating Lessee Pledged Property through the Collateral Assignment and Security Agreement), subject only to the Permitted Encumbrances.
Perfection; Priority. This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the U.S. ABL Collateral Agent for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Perfection; Priority. Upon the execution and delivery of the Escrow Agreement, which is being done contemporaneously with the execution and delivery of this Security Agreement, the delivery to the Secured Party of the Collateral and the documents listed on Schedule C attached hereto, to the extent such Liens and security interests are created under applicable federal and New York laws, the security interests and Liens in the Collateral created pursuant to this Security Agreement create a valid and perfected first priority security interest, subject to the Liens listed on Schedule B attached hereto in the Existing Collateral, securing the payment of the Obligations for the benefit of the Secured Party, and enforceable as such against all creditors of the Debtor and any Persons purporting to purchase any of the Existing Collateral from the Debtor other than as permitted by the Indenture; as of the date hereof, there are not other security interests in or liens on the Existing Collateral or any portion thereof, and no financing statement, pledge, notice of lien, assignment or collateral or any portion thereof exists or is on file in any public office, except with respect to Liens listed on Schedule B attached hereto.
Perfection; Priority. Upon the execution and delivery of the Issuer Escrow Account Agreement, which is being done contemporaneously with the execution and delivery of this Agreement, the delivery to the Collateral Agent of the Issuer Notes evidencing the Loans properly endorsed in blank and the filing of the UCC-1 financing statements and other documents relating to the Collateral and the documents listed on Schedule C attached hereto, to the extent such security interests are created under federal or applicable state laws, the security interests in the Collateral created pursuant to this Agreement and the Issuer Escrow Account Agreement are valid and perfected first priority security interests, securing the payment of the Obligations for the benefit of the Trustee and the Holders of the Secured Notes, and enforceable as such against all creditors of the Company and any Persons purporting to purchase any of the Collateral from the Issuer other than as permitted by the Indenture; as of the date hereof (and after giving effect to the use of proceeds of the issuance of the Secured Notes), there are no other security interests in or Liens on the Collateral or any portion thereof, and no financing statement, pledge, notice of Lien, assignment or collateral assignment, mortgage or deed of trust covering the Collateral or any portion thereof ("Lien Notice") exists or is on file in any public office, except with respect to Liens listed on Schedule B attached hereto, the Liens created by this Agreement and the other Security Agreements.
Perfection; Priority. Upon the execution and delivery of the Leasing Company Escrow Account Agreement, which is being done contemporaneously with the execution and delivery of this Security Agreement, the delivery to the Collateral Agent of the
Perfection; Priority. Upon the execution and delivery of the Leasing Company Escrow Account Agreement, which is being done contemporaneously with the execution and delivery of this Security Agreement, the delivery to the Collateral Agent of the Collateral and the filing of the Senior Note Collateral Documents relating to the Existing Collateral and the documents listed on Schedule E attached hereto, to the extent
Perfection; Priority. Upon the execution and delivery of this Agreement, and the filing of the UCC-1 financing statements and other documents relating to the Collateral listed on SCHEDULE C attached hereto, to the extent such security interests are created under United States federal or applicable state laws or the law of the British Virgin Islands or England, the security interests in the Collateral created pursuant to this Agreement are valid and perfected first priority security interests, securing the payment of the Obligations for the benefit of the Trustee and the Holders of the Secured Notes, and enforceable as such against all creditors of the Issuer and any Persons purporting to purchase any of the Collateral from the Issuer other than as permitted by the Indenture; as of the date hereof (and after giving effect to the use of proceeds of the issuance of the Secured Notes), there are no other security interests in or Liens on the Collateral or any portion thereof, and no financing statement, pledge, notice of Lien, assignment or collateral assignment, mortgage or deed of trust covering the Collateral or any portion thereof ("Lien Notice") exists or is on file in any public office, except with respect to Liens listed on SCHEDULE B attached hereto and, the Liens created by this Agreement and the Reserve Account Agreement.
Perfection; Priority. The Administrative Agent shall be reasonably satisfied that, upon the filing of appropriate financing statements under the UCC (or other appropriate documents, with respect to Intellectual Property) showing the Administrative Agent as secured party with the appropriate governmental authorities, the Administrative Agent will hold a first priority perfected Lien in the Collateral described therein subject only to any Liens specifically permitted by this Agreement or the other Loan Documents.
Perfection; Priority. Upon the execution and delivery of the Company Senior Note Escrow Account Agreement, which is being done contemporaneously with the execution and delivery of this Security Agreement, the delivery to the Collateral Agent of the Existing Collateral and the filing of the Senior Note Collateral Documents relating to the Existing
