Validity of Security Interests. The Security Documents will (to the extent required thereby) create in favor of the Collateral Agent, for the benefit of the Lenders, a valid and enforceable Lien on and security interest in the Collateral (subject to any limitations specified therein) and (i) when financing statements and other filings in appropriate form are filed in the offices specified in the Pledge Agreement and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Pledge Agreement), the Liens created by the Security Documents shall constitute perfected Liens on, and security interests in, all right, title and interest of the Borrower in such Collateral to the extent perfection can be obtained by filing financing statements or by possession or control, in each case subject to no Liens other than Liens permitted hereunder.
Validity of Security Interests. This Agreement creates legal and valid security interests in all the Collateral securing the payment and performance of the Obligations; provided, however, that, for the avoidance of doubt, the foregoing representation shall not be made with respect to, or construed in accordance with, the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia. The Security Interests are and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.
Validity of Security Interests. This Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral, and, when financing statements in appropriate form are filed in the offices specified on Schedule VI hereto and this Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, this Agreement will constitute a duly perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Collateral and, to the extent contemplated therein and subject to § 9-315(c) of the UCC, the proceeds thereof, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired or developed by the Grantors after the date hereof), other than with respect to the rights of persons pursuant to Liens expressly permitted by the Credit Agreement or hereby and any liens or licenses listed on Schedule V attached hereto).
Validity of Security Interests. Except for (A) the filing with the FAA of an FAA Entry Point Filing Form – AC Form 8050-135 and the procurement of unique authorization code for the following registrations on the International Registry and the registration of such interests on the International Registry: (i) the contracts of sale with respect to the Airframe and Engine constituted by the FAA Xxxx of Sale and/or the Warranty Xxxx of Sale with the Manufacturer as seller and the Borrower as buyer, and (ii) the international interests with respect to the Airframe and each Engine constituted by the Mortgage and the related Mortgage Supplement (incorporating the terms of the Mortgage) with the Security Trustee as creditor and the Owner as debtor, (B) the filing for recording pursuant to the Federal Aviation Act of the FAA Xxxx of Sale for the Designated Aircraft (and the application for registration of the Designated Aircraft in the name of the Borrower) and the Mortgage with the Mortgage Supplement for the Designated Aircraft and (C) the filing of financing statements (and continuation statements at periodic intervals) with respect to the interests created by such documents under the Uniform Commercial Code of Delaware and such other states as may be specified in the opinion furnished pursuant to Section 4(b)(x) hereof, no further action, including any filing or recording of any document (including any financing statement in respect thereof under Article 9 of the Uniform Commercial Code of any applicable jurisdiction), is necessary or advisable in order to establish and perfect the first mortgage Lien on the Designated Aircraft in favor of the Security Trustee pursuant to the Mortgage or to establish as against third parties the international interest under the Mortgage in any applicable jurisdiction in the United States.
Validity of Security Interests. Except for (A) the filing with the FAA of an FAA Entry Point Filing Form – AC Form 8050-135 and the procurement of a unique authorization code for the following registrations on the International Registry and the registration of such interests on the International Registry: (i) the contracts of sale with respect to the Airframe and each Engine constituted by the FAA Xxxx of Sale and/or the Warranty Xxxx of Sale with the Manufacturer as seller and the Lessor as buyer, (ii) the international interests with respect to the Airframe and each Engine constituted by the Mortgage and the related Mortgage Supplement (incorporating the terms of the Mortgage) with the Security Trustee as creditor and the Owner as debtor, (iii) the international interest with respect to the Airframe and each Engine under the Lease and the related Lease Supplement (incorporating the terms of the Lease) with the Lessor as creditor and the Lessee as debtor, (iv) the assignment of international interest with respect to the Airframe and each Engine constituted by the Mortgage and the related Mortgage Supplement (incorporating the terms of the Mortgage) (assigning the international interest under the Lease and the related Lease Supplement, including an assignment of the right to discharge such international interest) with the Security Trustee as assignee and the Lessor as assignor and (v) the transfer of the right to discharge the international interest with respect to the Airframe and each Engine under the Lease and the Lease Supplement with the Lessor as transferor and the Security Trustee as transferee, (B) the filing for recording pursuant to the Federal Aviation Act of the FAA Xxxx of Sale for the Aircraft (and the application for registration of the Aircraft in the name of the Lessee) and the Mortgage with the Mortgage Supplement and the Lease with the Lease Supplement for the Aircraft and (C) the filing of financing statements (and continuation statements at periodic intervals) with respect to the interests created by such documents under the Uniform Commercial Code of Delaware and such other states as may be specified in the opinion furnished pursuant to Section 4(b)(xii) of the Note Purchase Agreement, no further action, including any filing or recording of any document (including any financing statement in respect thereof under Article 9 of the Uniform Commercial Code of any applicable jurisdiction), is necessary or advisable in order to establish and perfect the first mortgage Lie...
Validity of Security Interests. The Security Interest constitutes a valid and perfected security interest in all the Collateral in which a security interest may be perfected by filing a financing statement or analogous document in the United States and its political subdivisions, territories and possessions pursuant to the UCC or other applicable law in such jurisdictions.
Validity of Security Interests. The Security Interests constitute (a) legal and valid security interests under New York law in all the Collateral securing the payment and performance of the Obligations, (b) subject to the filings described in Section 3.02 above, perfected security interests 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 in such jurisdictions, (c) security interests that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and registering and recording of this Agreement or a short form security agreement with the United States Patent and Trademark Office, and (d) perfected security interests in all Collateral in which a security interest may be perfected by possession or control by the Collateral Agent, in each case, to the extent required pursuant to the provisions hereof. The Security Interests are and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.
Validity of Security Interests. The Security Interest constitutes (i) a valid and perfected security interest in all the Collateral in which a security interest may be perfected by filing a financing statement in the United States and its political subdivisions, territories and possessions pursuant to the UCC or other applicable law in such jurisdictions, and (ii) a valid security interest that shall be perfected upon the receipt and recording of this Agreement with the PTO and the Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. (S) 261 or 15 U.S.C. (S) 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. (S) 205, in each case subject in priority only to the Senior Liens and to Permitted Liens to the extent entitled to priority by Applicable Law.
Validity of Security Interests. The security interests in and Liens on the Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) legal and valid security interests in all the Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings described in Schedule 7 of the Perfection Certificate, perfected security interests in all the Collateral. Subject to Section 2.3 of this Agreement, the security interests and Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Collateral will at all times constitute perfected, continuing first and second priority security interests therein, superior and prior to the rights of all other Persons therein other than in the case of any Collateral with respect to the holders of Permitted Collateral Liens.
Validity of Security Interests. The Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Notes Obligations as set forth in the Indenture.
