Common use of Limitation on Liens; Defense of Claims; Transferability of Collateral Clause in Contracts

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted Encumbrances. Each Grantor 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 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 adverse to the Agent or any other Credit Party other than (i) with respect to Claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor Pledgor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor Pledgor will be, the sole direct and beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted Encumbrances. Each Grantor 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 Collateral Agent and the priority thereof against all Claims claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Credit Party other than (i) with respect to Claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There As of the date hereof, except as permitted by the Credit Agreement, there is no agreement, and and, after the date hereof, no Grantor Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such GrantorsPledgors’ obligations or the rights of the Collateral Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest interests created by this Security Agreement and Permitted EncumbrancesLiens. Each Grantor 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 Agent and the priority thereof against all Claims claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Agent or any other Credit Secured Party (and, to the extent applicable pursuant to Section 10.1, any 2037 ASC Debentures Holder) other than (i) with respect to Claims or demands regarding priority of Permitted Liens. Except as permitted by the Credit Agreement, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There there is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and and/or beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted EncumbrancesLiens. Each Grantor 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 Collateral Agent and the priority thereof against all Claims claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Credit Secured Party other than Permitted Liens. Other than agreements governing Permitted Liens (iif any) with respect to Claims or demands regarding priority of Liensas otherwise permitted under the Credit Agreement, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There there is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Collateral Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and and/or beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted Encumbrances. Each Grantor 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 Collateral Agent and the priority thereof against all Claims claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Credit Party other than (i) with respect to Claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There Other than agreements governing Permitted Encumbrances (if any) or as otherwise permitted under the Credit Agreement, there is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Collateral Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and beneficial owner of of, or holds a valid leasehold in, all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted EncumbrancesEncumbrances (except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). Each Grantor 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 Collateral Agent and the priority thereof against all Claims claims and demands of all PersonsPersons (other than Permitted Encumbrances), at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Credit Party other than (i) with respect to Claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There is no agreementagreement to which such Grantor is a party, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Collateral Agent hereunder.

Limitation on Liens; Defense of Claims; Transferability of Collateral. Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole direct and and/or beneficial owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Security Agreement and Permitted Encumbrances. Each Grantor 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 Collateral Agent and the priority thereof against all Claims claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Credit Party other than (i) with respect to Claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other Claims and demands, Permitted Encumbrances. There Other than agreements governing Permitted Encumbrances (if any), there is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral except as permitted pursuant to the Credit Agreement or otherwise impair or conflict with such Grantors’ obligations or the rights of the Collateral Agent hereunder.