Common use of Defense of Claims; Transferability of Collateral Clause in Contracts

Defense of Claims; Transferability of Collateral. Subject to Section 6.04 of the Credit Agreement, the Pledgor shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any other Lender other than Permitted Liens. As of the date hereof, there is no agreement, order, judgment or decree, and the Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with the Pledgor’s obligations or the rights of the Administrative Agent hereunder. Upon delivery of any Collateral as provided in the Collateral Administration Agreement, the Borrower will have received all consents and approvals required by the terms of any item of Collateral for the transfer to the Collateral Administrator of the Borrower’s interest and rights in the Collateral hereunder and any exercise of the Administrative Agent’s rights and remedies hereunder.

Defense of Claims; Transferability of Collateral. Subject to Section 6.04 of the Credit Agreement, the Each Pledgor shall, at its own cost and expense, defend title to the ABL Priority Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all Persons persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Lender Secured Party other than Permitted Liens. As Liens permitted under Section 6.02 of the date hereofCredit Agreement. Each Pledgor shall, there at its own cost and expense, use commercially reasonable efforts to defend title to the Non-ABL Priority Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein materially adverse to the Administrative Agent or any other Secured Party other than Liens permitted under Section 6.02 of the Credit Agreement. There is no agreement, order, judgment or decree, and and, except as permitted under the Credit Agreement, no Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with the such Pledgor’s obligations or the rights of the Administrative Agent hereunder. Upon delivery of any Collateral as provided in the Collateral Administration Agreement, the Borrower will have received all consents and approvals required by the terms of any item of Collateral for the transfer to the Collateral Administrator of the Borrower’s interest and rights in the Collateral hereunder and any exercise of the Administrative Agent’s rights and remedies hereunder.

Defense of Claims; Transferability of Collateral. Subject to Section 6.04 of the Credit Agreement, the Pledgor shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien Xxxxx thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any other Lender Lender, other than Permitted Liens. As of the date hereof, there There is no agreement, order, judgment or decree, and the Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with the Pledgor’s obligations or the rights of the Administrative Agent hereunder. Upon delivery Delivery of any Collateral as provided in the Collateral Administration Agreement, the Borrower Pledgor will have received all consents and approvals required by the terms of any item of Collateral for the transfer grant of a security interest and Lien to the Collateral Administrator Administrative Agent for the benefit of the BorrowerSecured Parties pursuant to this Agreement in and on the Pledgor’s interest and rights in such Collateral, the Delivery of such Collateral to the Collateral hereunder Administrator and any exercise of the Administrative Agent’s rights and remedies hereunder.

Defense of Claims; Transferability of Collateral. Subject to Section 6.04 of the Credit Agreement, the Pledgor shall, at its own reasonable cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein therein, and Lien Liens thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any other Lender Lender, other than Permitted Liens. As of the date hereof, there There is no agreement, order, judgment or decree, and the Pledgor shall not enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with the Pledgor’s obligations or the rights of the Administrative Agent hereunder. Upon delivery Delivery of any Collateral as provided in the Collateral Administration Agreement, the Borrower Pledgor will have received all consents and approvals required by the terms of any item of Collateral for the transfer Delivery of such Collateral to the Collateral Administrator Administrator, the grant of a security interest and Lien to the Administrative Agent for the benefit of the BorrowerSecured Parties pursuant to this Agreement in and on the Pledgor’s interest and rights in the Collateral hereunder such Collateral, and any exercise of the Administrative Agent’s rights and remedies hereunder.