Common use of Rights in Collateral; Priority of Liens Clause in Contracts

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.01. The execution and delivery of the Collateral Documents by Loan Parties and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority Lien on all of the Collateral, subject to Liens permitted under Section 7.01. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under Section 7.01, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement), for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. (c) All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects.

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.017.1. The execution and delivery of the Collateral Documents by Loan Parties and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority First Priority Lien on all of the Collateral, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, subject to Liens permitted under clauses (b) through (i) of Section 7.1, other than the filing of any UCC financing statements delivered to Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Agent and other action described in Section 4(b) of the Security Agreement. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement)Agent, for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. As of the Closing Date, Borrower and its Subsidiaries have received no written notice of any pending or threatened condemnation proceeding, exercise of the power of eminent domain by any Governmental Authority, or any similar proceeding affecting any Facility or any interest therein. As of the Closing Date, to the best of Borrower’s knowledge, after due investigation and inquiry, no such proceeding is pending, contemplated or threatened. (c) Except such (i) as may have been filed in favor of Agent as contemplated by Section 5.18(a), (ii) as set forth on Schedule 5.18 annexed hereto or (iii) financing statements related to Liens permitted by Section 7.1(b), (h) or (i), (A) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, and (B) no effective filing granting Liens covering all or any part of the IP Collateral is on file in any IP Filing Office. (d) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System; provided that the foregoing does not address Agent’s obtaining a Form U-1 from Borrower. (e) All information supplied to Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects. All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respectscorrect.

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.01. The execution and delivery of the Collateral Documents by Loan Parties at the time so executed and delivered and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lendersthe Secured Parties, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral)Obligations, a valid and perfected first priority Lien on all of the Collateral, subject subject, in the case of priority only (x) in the case of Collateral not consisting of Pledged Collateral, to Liens permitted under Section 7.017.01 which are prior as a matter of law or contract and (y) in the case of Pledged Collateral, to Liens permitted under Section 7.01(c). Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Administrative Agent or the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject subject, in the case of priority only (x) in the case of Collateral not consisting of Pledged Collateral, to Liens permitted under Section 7.017.01 which are prior as a matter of law or contract and (y) in the case of Pledged Collateral, to Liens permitted under Section 7.01(c), valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement), for the ratable benefit of the Administrative Agent and LendersSecured Parties. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral or other Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. (c) All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects (but if such representation or warranty is qualified by “material” or “Material Adverse Effect”, such representation or warranty shall be true and correct in all respects).

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.01. The execution and delivery of the Collateral Documents by Loan Parties at the time so executed and delivered and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority Lien on all of the Collateral, subject to Liens permitted under Section 7.01. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under Section 7.01, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement), for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral or other Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables.. 103167989_7 (c) All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects.

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.01. The execution and delivery of the Collateral Documents by Loan Parties at the time so executed and delivered and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority Lien on all of the Collateral, subject to Liens permitted under Section 7.01. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under Section 7.01, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement), for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral or other Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. (c) All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects.

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.017.1. The execution and delivery of the Collateral Documents by Loan Parties and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority First Priority Lien on all of the Collateral, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, subject to Liens permitted under clauses (b) through (i) of Section 7.1, other than the filing of any UCC financing statements delivered to Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Agent. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security AgreementLenders, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement)Agent, for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. (c) All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects.of

Rights in Collateral; Priority of Liens. (a) 92. The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.01. The execution and delivery of the Collateral Documents by Loan Parties at the time so executed and delivered and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority Lien on all of the Collateral, subject to Liens permitted under Section 7.01. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under Section 7.01, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement), for the ratable benefit of the Administrative Agent and Lenders. (b) 93. No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the 134956965_1 Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral or other Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. (c) 94. All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respects.

Rights in Collateral; Priority of Liens. (a) The Borrower and each other Loan Party own the property (or rights or interest therein) granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties, except for Liens permitted under Section 7.017.1. The execution and delivery of the Collateral Documents by Loan Parties and the delivery to the Administrative Agent of the Pledged Collateral (all of which Pledged Collateral has been so delivered) are effective to create in favor of the Administrative Agent for the benefit of Lenders, as security for the respective Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected first priority First Priority Lien on all of the Collateral, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, subject to Liens permitted under clauses (b) through (i) of Section 7.1, other than the filing of any UCC financing statements delivered to Agent for filing (but not yet filed), the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Agent and other action described in Section 4(b) of the Security Agreement. Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders as described in Section 4(b) of the Security Agreement, the Liens granted pursuant to the Collateral Documents will constitute, subject to Liens permitted under clauses (b) through (i) of Section 7.017.1, valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent (to the extent a Lien can be perfected by filing a UCC financing statement)Agent, for the ratable benefit of the Administrative Agent and Lenders. (b) No Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Administrative Agent pursuant to any of the Collateral Documents, or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by Section 5.18(a) and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and in connection with the disposition of any government receivables. As of the Closing Date, Borrower and its Subsidiaries have received no written notice of any pending or threatened condemnation proceeding, exercise of the power of eminent domain by any Governmental Authority, or any similar proceeding affecting any Facility or any interest therein. As of the Closing Date, to the best of Borrower’s knowledge, after due investigation and inquiry, no such proceeding is pending, contemplated or threatened. (c) Except such (i) as may have been filed in favor of Agent as contemplated by Section 5.18(a), (ii) as set forth on Schedule 5.18 annexed hereto or (iii) financing statements related to Liens permitted by Section 7.1(b), (h) or (i), (A) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, and (B) no effective filing granting Liens covering all or any part of the IP Collateral is on file in any IP Filing Office. (d) The pledge of the Pledged Collateral pursuant to the Collateral Documents does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System; provided that the foregoing does not address Agent’s obtaining a Form U-l from Borrower. (e) All information supplied to Agent by or on behalf of any Loan Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects. All representations and warranties of the Loan Parties set forth in the Collateral Documents are true and correct in all material respectscorrect.