Common use of Validity and Perfection of Security Interest Clause in Contracts

Validity and Perfection of Security Interest. This Agreement is effective to create in favor of the Collateral Agent, for the benefit of the 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 Collateral Agent or any Person acting as bailee for the Collateral 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 Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, (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 and (iv) with respect to any Mortgage Receivables, when each promissory note or other Instrument evidencing such Mortgage Receivable is delivered to the Collateral Agent or any Person acting as bailee for the Collateral Agent for purposes of perfecting the security interests in such Mortgage Receivable with duly executed allonges with respect thereto. 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 Collateral 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 Collateral Administrative Agent or any Person acting as bailee for the Collateral 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 Collateral 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 and (iv) with respect to any Mortgage Receivables, when each promissory note or other Instrument evidencing such Mortgage Receivable is delivered to the Collateral Agent or any Person acting as bailee for the Collateral Agent for purposes of perfecting the security interests in such Mortgage Receivable with duly executed allonges with respect theretoPledgors. 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 Collateral Agent, for the benefit of the 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 Collateral Agent or any Person acting as bailee for the Collateral Agent for purposes of perfecting the security interests in such Pledged Collateral with duly executed stock powers with respect thereto, (ii) with 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 Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, (iii) with 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 and (iv) with respect to any Mortgage Receivables, when each promissory note or other Instrument evidencing such Mortgage Receivable is delivered to the Collateral Agent or any Person acting as bailee for the Collateral Agent for purposes of perfecting the security interests in such Mortgage Receivable with duly executed allonges with respect thereto. 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 Collateral Agent, for the benefit of the 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 Collateral Agent or any Person acting as bailee for the Collateral 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 Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, (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 and (iv) with respect to any Mortgage Receivables, when each promissory note or other Instrument evidencing such Mortgage Receivable is delivered to the Collateral Agent or any Person acting as bailee for the Collateral Agent for purposes of perfecting the security interests in such Mortgage Receivable with duly executed allonges with respect thereto. Except as set forth in this subsection, no action is necessary to perfect the security interest granted by any Pledgor under this Agreement.