Validity, Perfection and Priority. The security interests in the Collateral granted to the Secured Party hereunder constitute valid and continuing security interests in the Collateral. Upon the filing of financing statements, naming Debtor as “debtor” and the Secured Party as “secured party” and describing the Collateral, in the filing offices set forth on Exhibit A, the security interests granted to the Secured Party hereunder will constitute valid first-priority perfected security interests in all Collateral with respect to which a security interest can be perfected by the filing of a financing statement, subject only to Permitted Liens.
Validity, Perfection and Priority. (a) The security interests in the Collateral granted to the Secured Party hereunder constitute valid and continuing security interests in the Collateral; and
Validity, Perfection and Priority. The pledge and security interests in the Pledged Collateral granted to the Pledgee constitute valid and continuing security interests in the Pledged Collateral. Subject to the Intercreditor Agreement and the liens in favor of the Collateral Agent, the security interests in the Collateral granted to the Pledgee for the benefit of the Pledgee and the Bank Product Providers hereunder constitute valid and perfected security interests therein superior and prior to the rights or claims of any other person or entity therein.
Validity, Perfection and Priority. (a) The pledge and security interests in the Pledged Collateral granted to the Pledgee constitute valid and continuing security interests in the Pledged Collateral.
Validity, Perfection and Priority. (a) The security interests in the Collateral granted to Trustee (for the benefit of Trustee and the ratable benefit of the Holders) hereunder constitute valid and continuing first priority security interests in the Collateral (except with respect to Permitted Liens);
Validity, Perfection and Priority. This Agreement creates a valid security interest in the Collateral in favor of the Bank securing the Secured Obligations, which security interest is, and will be, prior to all other liens, security interests, options or other charges or encumbrances subject, however, to the Custodian's right of set-off described in Section 4 of the Custodian's Acknowledgment. .
Validity, Perfection and Priority. Except as permitted under the Indenture, the security interests in the Collateral granted to the Collateral Agent hereunder will constitute valid and continuing perfected security interests therein, to the extent that such security interests may be perfected by the actions described in Section 10.03 of the Indenture and subsections (i) and (ii) of this Section 3.1, and pursuant to the terms of the New Intercreditor Agreements (with respect to the Liens securing the Eligible Credit Facility) and subject only to the Subordination Agreement (with respect to the McDonald's Collateral), superior and prior to all Liens and rights or claims of all other Persons, except Permitted Liens and as otherwise provided in the Indenture, upon (i) the filing of UCC financing statements and continuation statements naming the Company as "debtor" and the Collateral Agent as "secured party" and describing the Collateral in the filing offices set forth on Schedule 3.1 hereto, and (ii) to the extent not subject to Article 9 of the Uniform Commercial Code in any applicable jurisdiction, the recordation of the security interests granted hereunder in patents, trademarks, service marks and copyrights in the applicable patent, trademark, service marks and copyright registries and the registration of all copyrights.
Validity, Perfection and Priority. Upon the proper filing in the locations identified in Schedule II hereto of UCC-1 Financing Statements naming the Debtor as debtor and the Secured Party as the Secured Party and identifying the Collateral, the security interests in the Collateral granted to the Secured Party hereunder will constitute valid and continuing perfected security interests in the Collateral to the extent a security interest can be perfected in such Collateral by filing of a UCC-1 Financing Statement in such locations, subject to Permitted Liens.
Validity, Perfection and Priority. The pledge and security interests in the Collateral granted to the Pledgee constitute valid and continuing security interests in the Collateral. Upon the filing of a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with the Nevada Secretary of State or the physical delivery of the certificates evidencing the Pledged Collateral to the Pledgee, the security interests in the Collateral granted to the Pledgee hereunder constitute valid and perfected security interests therein superior and prior to the rights or claims of any other Person therein.
Validity, Perfection and Priority. This Agreement creates a valid assignment of and security interest in the Collateral in favor of the Collateral Agent securing the Obligations, which assignment and security interest has been duly perfected and is prior to all other Liens except Facility Permitted Liens. All filings and other actions necessary or desirable to perfect and protect such assignment and security interest in favor of the Collateral Agent have been duly made and taken.
