Common use of No Liens, Etc Clause in Contracts

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each Loan, the Administrative Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Agent as “Secured Party” pursuant to the Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Advances, the Administrative AgentSecurity Trustee, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, will have have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral. No effective control agreement, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent as “Secured Party” pursuant to and the Security Agreement. There are no judgments or Liens for Taxes Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Initial Advances, the Administrative Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent, each Funding Agent and the Lenders, will have have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Borrower Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral. No effective control agreement, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in favor of the Collateral Agent for the benefit of the Administrative Agent as “Secured Party” Agent, the Funding Agents and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the Borrower pursuant to the Security Purchase Agreement. There are no judgments The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or Liens prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Collateral Agent, for Taxes the benefit of the Administrative Agent, each Funding Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Initial Advances, the Administrative Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, will have have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Borrower Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral. No effective control agreement, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in favor of the Collateral Agent for the benefit of the Administrative Agent as “Secured Party” and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the Borrower pursuant to the Security Purchase Agreement. There are no judgments The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or Liens prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Collateral Agent, for Taxes the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower).

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar except to such Collateral, including the extent that the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the case of Collateral Assets Obligations hereunder to the consent of any underlying agent or obligorCollateral Agent) and the Borrower has the full right, power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and and, upon the making of each LoanAdvance, the Administrative Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Collateral Agent as “Secured Party” pursuant to hereto or as necessary or advisable in connection with the Security Sale and Contribution Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to the Borrower and no claim has been is being asserted in writing with respect to the Taxes of the Borrower.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each Loan, the Administrative Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a USActive 57710049.13-71- security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Agent as “Secured Party” pursuant to the Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower or the applicable Borrower Group Member free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such CollateralClaim, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower or the applicable Borrower Group Member has the full right, corporate power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Initial Class A Advances, the Administrative Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent, each Funding Agent and the Class A Lenders, will have have, upon registration if required, acquired a perfected, first priority perfected (to the extent such concept is recognized under applicable law) and valid security interest (exceptinterest, as subject in priority to priority, for any no Liens other than Priority Permitted Liens) , in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such CollateralClaim. No effective control agreement, including in the case of Collateral Assets the consent of any underlying agent or obligor)mortgage, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in favor of the Collateral Agent for the benefit of the Administrative Agent as “Secured Party” Agent, the Funding Agents and the Class A Lenders pursuant to the Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) Article VII of this Agreement or, with respect to the Leases, in favor of the Borrower pursuant to the Avolon-Borrower Purchase Agreement. The use by the Borrower of the Collateral and no claim has been asserted in writing all rights with respect thereto do not infringe on the rights of any Person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Taxes Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the BorrowerInitial Class A Advances or Additional Class A Advance relating thereto, the Collateral Agent, for the benefit of the Administrative Agent, each Funding Agent and the Class A Lenders, will have, upon registration if required, acquired a perfected (to the extent such concept is recognized under applicable law), and valid security interest, subject in priority to no Liens other than Priority Permitted Liens, in such rights, obligations and Equity Interests, free and clear of any Adverse Claim.

No Liens, Etc. The Collateral owned by the Borrower and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including on transferability permitted by or contained in the case of Collateral Assets the consent of any underlying agent or obligorapplicable Underlying Instruments) and the Borrower has the full right, power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each LoanAdvance, the Administrative Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions restriction for property similar to such Collateral, including including, in the case of the Collateral Assets Obligations, the consent of any underlying agent or obligorand Obligor), to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Collateral Agent as “Secured Party” pursuant to hereto or as necessary or advisable in connection with the Security Sale Agreement. There are no judgments or Liens for any material Taxes (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the any material Taxes of the Borrower (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Initial Advances, the Administrative Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, will have have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Borrower Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral. No effective control agreement, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in favor of the Collateral Agent for the benefit of the Administrative Agent as “Secured Party” and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the Borrower pursuant to the Security AerCap-Borrower Purchase Agreement. There are no judgments The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or Liens prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Collateral Agent, for Taxes the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower).

No Liens, Etc. The Collateral Receivables and each part thereof is Other Conveyed Property related thereto to be sold and assigned to the Purchaser hereunder are owned (immediately prior to their sale hereunder) by the Borrower Seller free and clear of any Adverse Claim (other than than, in the case of the Seller's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, to the extent such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assign by way of security, charge, transfer and pledge the same and interests thereintransferability, and upon transfer hereunder the making of each Loan, the Administrative Agent, for the benefit of the Secured Parties, Purchaser will have acquired good and marketable title to and a perfected, first priority valid and valid security perfected ownership interest (except, as to priority, for any Permitted Liens) in such CollateralReceivables and Other Conveyed Property related thereto, free and clear of any Adverse Claim (other than than, in the case of the Purchaser's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, to the extent such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCCtransferability. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no No effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral Receivables and Other Conveyed Property related thereto to be purchased hereunder is on file in any recording office, except such as may have been filed in favor of the Administrative Purchaser in accordance with this Agreement or in favor of the Agent in accordance with the RLSA or except as “Secured Party” pursuant shall be released upon purchase of such Receivables and Other Conveyed Property by the Purchaser or except, with respect any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, those representing Permitted Liens and Encumbrances on such real property and, to the Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to extent the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrowersecurity interest therein is evidenced by a Developer Mortgage, an AD&C Mortgage.

No Liens, Etc. The Collateral owned by the Borrower and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each Loanthe Advance, the Administrative Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions restriction for property similar to such Collateral, including including, in the case of the Collateral Assets Obligations, the consent of any underlying agent or obligorand Obligor), to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Collateral Agent as “Secured Party” pursuant to hereto or as necessary or advisable in connection with the Security Contribution Agreement and the Master Participation Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower).

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower such Loan Party free and clear of any Adverse Claim (other or restrictions on transferability(other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to and such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower Loan Party has the full right, power and lawful authority to assign by way of security, chargeassign, transfer and pledge the same and interests therein, and upon the making of each LoanAdvance, the Administrative Collateral Agent, for the benefit of the Secured Parties, will have havehas acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor)transferability, to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective effectivehas not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower suchthe applicable Loan Party or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Administrative Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate of the Borrower that was subject to the Security Agreementlien of a creditor that was released on or prior to the sale of such Collateral to the Borrower. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to the Borrower such Loan Party and no claim has been asserted in writing by any Official Body with respect to the Taxes of such Loan Party (other than any amount the Borrowervalidity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Loan Party).