Continued Priority of Security Interest. (a) The Security Interest granted by the Borrower shall at all times be valid, perfected and enforceable against the Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not at any time be subject to any Liens that are prior to, on a parity with or junior to the Security Interest, other than Permitted Liens.
Continued Priority of Security Interest. (a) The Security Interest granted by each Obligor shall at all times be valid, perfected and enforceable against each Obligor and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not at any time be subject to any Liens that are prior to, on a parity with or junior to the Security Interest, other than Permitted Liens.
Continued Priority of Security Interest. The Debtor agrees that it will not, without the prior written consent of the Secured Party, create or suffer to exist any Lien or security interest upon or in the Collateral or any part thereof other than the lien and security interests created hereby and Permitted Liens.
Continued Priority of Security Interest. (a) The Security Interest shall at all times be valid, perfected and of first priority, except as set forth in Section 2.(i) hereof, and enforceable against the Debtor and all other Persons, in accordance with the terms of this Agreement, as security for the Obligations. The Debtor shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Secured Party may request, so as at all times to maintain the validity, perfection, enforceability and priority of the Security Interest in the Collateral in conformity with the immediately preceding sentence, or to enable the Secured Party to exercise or enforce its rights hereunder, including, but not limited to, executing and delivering financing statements, pledges, designations, hypothecations, notices and assignments, in each case in form and substance satisfactory to the Secured Party, relating to the creation, validity, perfection, priority or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law.
Continued Priority of Security Interest. (a) The Security Interest granted by Borrower shall at all times be valid, perfected and enforceable against Borrower and all third parties in accordance with the terms of this Agreement, as security for the Obligations, and the Collateral shall not be at any time subject to any Liens that are prior to, or on parity with or junior to the Security Interest, other than Permitted Liens. Borrower represents and warrants that none of the lenders holding a Permitted Lien has a security interest in the Collateral superior in priority to the Lien of Agent granted under this Agreement.
Continued Priority of Security Interest. Provided Bank properly perfects the Security Interest as required by applicable law, the Security Interest shall at all times be a valid and perfected security interest enforceable against Grantor and all third parties, securing, in accordance with the terms of this Agreement, the payment and performance of the Obligations, and the Collateral shall not at any time be subject to any lien, charge or security interest that is prior to, on a parity with or junior to the Security Interest, other than the Permitted Liens. Bank’s Security Interest shall be automatically released on any Collateral that is sold, transferred, assigned or otherwise disposed of in accordance with, and as permitted in, the Loan Documents.
Continued Priority of Security Interest. The Company represents that the Security Interest is a valid, perfect security interest, enforceable against the Company, securing the Obligations, subject to prior security interests in the Collateral that may have been granted by the Company before the date of this Agreement. The Company shall ensure that the Security Interest shall at all times be a valid and (except with respect to the Collateral consisting of cash or bank deposits and any other Collateral, a security interest in which may be perfected only by possession) perfected security interest, enforceable against the Company, securing the Obligations in accordance with the terms of this Agreement, and the Collateral shall not at any time be subject to any Liens that are prior to, on a parity with or junior to the Security Interest other than Permitted Encumbrances.
Continued Priority of Security Interest. The Security Interest granted by each Borrower shall at all times be valid, perfected and enforceable against such Borrower and all third parties in accordance with the terms of this Agreement, as security for the Secured Obligations, and the Collateral shall not at any time be subject to any Liens that are prior to, on a parity with or junior to the Security Interest, other than Permitted Liens. Each Borrower shall, at its sole cost and expense, take all action that may be necessary or desirable, or that the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and rank of the Security Interest in the Collateral in conformity with the requirements of Section 7.2(a), or to enable the Agent and the Lenders to exercise or enforce their rights hereunder, including, but not limited to: paying all taxes, assessments and other claims lawfully levied or assessed on any of the Collateral, except to the extent that such taxes, assessments and other claims constitute Permitted Liens, obtaining, after the Agreement Date, landlords' and mortgagees' releases, subordinations or waivers (except as to premises reflected in the Rent Reserve), and using all reasonable efforts to obtain mechanics' releases, subordinations or waivers, delivering to the Agent, for the benefit of the Lenders, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters and advices of guaranty and documents evidencing or forming a part of the Collateral, executing and delivering pledges, designations, hypothecations, notices, acknowledgments and assignments in each case in form and substance satisfactory to the Agent relating to the creation, validity, perfection, maintenance or continuation of the Security Interest under the Uniform Commercial Code or other Applicable Law, and executing and delivering, and causing each depository institution in which each Borrower maintains deposits of Collateral or proceeds thereof to execute and deliver, such Control Agreements, Lockbox Agreements and other instruments, documents and agreements as the Agent may in its discretion require to comply with the requirements of Sections 7.2(a) and 8.1(a). Each Borrower shall at its sole cost and expense comply with the terms and provisions of each Mortgage to which it is party and take all actions that may be necessary or desirable, o...
Continued Priority of Security Interest. The Business Mortgage --------------------------------------- shall at all times be valid, and enforceable against Thermisol Finland Oy and all third parties, in accordance with the terms hereof, as security for the European Obligations, and the Collateral shall not at any time be subject to any Lien that is prior to, on a parity with or junior to the Busi- ness Mortgage, except as required by mandatory Finnish law and as to any Permitted Encumbrance.
Continued Priority of Security Interest. (a) The Security Interest shall at all times be valid, perfected and of first priority and enforceable against the Guarantor and all other Persons, in accordance with the terms of this Agreement, as security for the Guaranteed Obligations.
