Common use of No Liens, Etc Clause in Contracts

No Liens, Etc. The Collateral and each part thereof is owned by such Loan Party free and clear of any Adverse Claim (other than Permitted Liens) and such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, has acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party as debtor and covering all or any part of the Collateral in any recording office, except such as may have been filed in favor of the 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 lien 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 with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes of such Loan Party (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 Loan Party).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by such Loan Party the Borrower free and clear of any Adverse Claim (other than Permitted Liens) , and such Loan Party the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advancethe Initial Advances, the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, has will have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other such Borrower Collateral, free and clear of any Adverse ClaimClaim other than Permitted Liens. No effective control agreement, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party 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 as “Secured Party” pursuant hereto or as necessary or advisable in connection with for the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate benefit of the Borrower that was subject Administrative Agent and the Lenders pursuant to the lien Article VII 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 with respect to such Loan Party and no claim has been asserted by any Official Body this Agreement or, with respect to the Taxes Leases, in favor of the Borrower pursuant to the Purchase Agreement. 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 Loan Party Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, 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 Initial Advances or Additional Advance relating thereto, the Collateral Agent, for 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 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 Loan PartyPermitted Liens).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by such Loan Party the Borrower free and clear of any Adverse Claim (other than Permitted Liens) , and such Loan Party the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advancethe Initial Advances, the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent, has each Funding Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other such Borrower Collateral, free and clear of any Adverse ClaimClaim other than Permitted Liens. No effective control agreement, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party 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 as “Secured Party” pursuant hereto or as necessary or advisable in connection with for the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate benefit of the Borrower that was subject Administrative Agent, the Funding Agents and the Lenders pursuant to the lien Article VII 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 with respect to such Loan Party and no claim has been asserted by any Official Body this Agreement or, with respect to the Taxes Leases, in favor of the Borrower pursuant to the Purchase Agreement. 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 Loan Party Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, 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 Initial Advances or Additional Advance relating thereto, the Collateral Agent, for 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 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 Loan PartyPermitted Liens).

No Liens, Etc. (a) The Collateral and each part thereof is owned by such Loan Party the Borrower free and clear of any Adverse Claim (other than Permitted Liens) , and such Loan Party the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advancethe Advances, the Collateral AgentSecurity Trustee, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, has will have, upon registration if required, acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other such Collateral, free and clear of any Adverse ClaimClaim other than Permitted Liens. No effective control agreement, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party 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 Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with Security Trustee for the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate benefit of the Borrower that was subject to the lien 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 with respect to such Loan Party and no claim has been asserted by any Official Body Secured Parties or, with respect to the Taxes 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 Loan Party 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 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 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 Loan PartyPermitted Liens).

No Liens, Etc. The Collateral owned by the Borrower and each part thereof is owned by such Loan Party the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and such Loan Party the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each the Advance, the Collateral Agent, for the benefit of the Secured Parties, has will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other Collateral, free and clear of any Adverse ClaimClaim (other than Permitted Liens) or restrictions on transferability (other than customary restriction for property similar to such Collateral, including, in the case of the Collateral Obligations, the consent of any underlying agent and Obligor), to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the applicable Loan Party 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 Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Contribution Agreement and the Master Participation 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 lien 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 with respect to such Loan Party the Borrower and no claim has been asserted by any Official Body with respect to the Taxes of such Loan Party 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 Loan PartyBorrower).

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 such Loan Party the 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) and such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests thereinor restrictions on transferability, and upon transfer hereunder the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, has 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 each Collateral Obligation such Receivables and the other CollateralOther Conveyed Property related thereto, free and clear of any Adverse ClaimClaim (other 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 Liens and Encumbrances on such real property and, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCCis evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a No effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party 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 Collateral Purchaser in accordance with this Agreement or in favor of the Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection accordance with the Sale Agreement; provided thatRLSA or except as shall be released upon purchase of such Receivables and Other Conveyed Property by the Purchaser or except, this sentence shall not be construed so as to apply to with respect any asset acquired from an Affiliate of the Borrower that was subject 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 lien of extent the security interest therein is evidenced by 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 with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes of such Loan Party (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 Loan Party)Developer Mortgage, an AD&C Mortgage.

No Liens, Etc. The Collateral Each of Borrower and each part thereof is owned by such Covered Creditor agrees that, until the Obligations are paid in full and the termination of all of the commitments under the Loan Party free and clear of any Adverse Claim (other than Permitted Liens) and such Loan Party has the full rightAgreement, power and lawful authority to assign, transfer and pledge the same and interests thereinBorrower will not grant, and upon the making of each AdvanceCovered Creditors will not accept, the Collateral Agent, for the benefit any Liens securing payment of the Secured PartiesCovered Claims, has acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim, but to the extent (as to perfection there is a breach of the foregoing covenant, each of Borrower and priority with respect to such other Collateral) that a security interest each Covered Creditor agrees until the Obligations are paid in such other Collateral may be perfected full and the termination of all of the commitments under the applicable UCCLoan Agreement any Liens securing payment of the Covered Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such Covered Creditor, the Administrative Agent or any Lender presently exist or are hereafter created or attach and irrespective of the relative priority thereof or whether the Liens securing the Obligations are perfected. Such Loan Party has not pledgedWithout the prior written consent of the Administrative Agent, assignedno Covered Creditor, sold, granted a security interest during the period in or otherwise conveyed which any of the Collateral and has not filed Obligations are outstanding or authorized the filing of a financing statement commitments under the Loan Agreement are in effect, shall (other than with a) exercise or enforce any creditor’s right it may have against any debtor in respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party as debtor and covering all or any part of the Collateral Covered Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any recording officeliquidation, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto bankruptcy, rearrangement, debtor’s relief or as necessary or advisable in connection with the Sale Agreementinsolvency proceeding) to enforce any Lien held by it; provided thatthat such Covered Creditor may take action, 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 lien provisions of a creditor that was released on or prior this Agreement, to the sale of such Collateral to the Borrower. There are no judgments or Liens for Taxes with preserve its rights, remedies, and claims in respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes of such Loan Party (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 Loan PartyCovered Claims at law or equity (including in any bankruptcy or similar proceeding).

No Liens, Etc. The Collateral and each part thereof is owned by such Loan Party 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 such Loan Party the Borrower has the full right, power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Administrative Agent, for the benefit of the Secured Parties, has will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other such Collateral, free and clear of any Adverse ClaimClaim (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 with respect to such other Collateralpriority) that a security interest in such other said Collateral may be perfected under the applicable UCC. Such Loan Party 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 has not filed or authorized the filing of a no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the applicable Loan Party 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 Collateral Administrative 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 lien of a creditor that was released on or prior to the sale of such Collateral to the BorrowerSecurity Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to such Loan Party the Borrower and no claim has been asserted by any Official Body in writing with respect to the Taxes of such Loan Party (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 Loan Party)Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by such Loan Party the Borrower or the applicable Borrower Group Member free and clear of any Adverse Claim (other than Permitted Liens) Claim, and such Loan Party the Borrower or the applicable 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 each Advancethe Initial Class A Advances, the Collateral Agent, for the benefit of the Secured PartiesAdministrative Agent, has each Funding Agent and the Class A Lenders, will 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 each Collateral Obligation and the other such Collateral, free and clear of any Adverse Claim. No effective control agreement, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledgedmortgage, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming the applicable Loan Party 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 as “Secured Party” pursuant hereto or as necessary or advisable in connection with for the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate benefit of the Borrower that was subject Administrative Agent, the Funding Agents and the Class A Lenders pursuant to the lien Article VII 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 with respect to such Loan Party and no claim has been asserted by any Official Body this Agreement or, with respect to the Taxes Leases, in favor of such Loan Party the Borrower pursuant to the Avolon-Borrower Purchase Agreement. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any Person. (other than any amount b) The rights and obligations of the validity of which is currently being contested in good faith by appropriate proceedings and Borrower Group Members as Lessors under the Leases with respect to which reserves the Aircraft, and any Equity Interests in conformity any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim, or prohibition with GAAP have been provided on respect to transferability and each such Borrower Group Member has the books full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Loan PartyInitial 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 and each part thereof is owned by such Loan Party 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 such Loan Party the Borrower has the full right, power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Administrative Agent, for the benefit of the Secured Parties, has will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other such Collateral, free and clear of any Adverse ClaimClaim (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 with respect to such other Collateralpriority) that a USActive 57710049.13-71- security interest in such other said Collateral may be perfected under the applicable UCC. Such Loan Party 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 has not filed or authorized the filing of a no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the applicable Loan Party 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 Collateral Administrative 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 lien of a creditor that was released on or prior to the sale of such Collateral to the BorrowerSecurity Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens) with respect to such Loan Party the Borrower and no claim has been asserted by any Official Body in writing with respect to the Taxes of such Loan Party (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 Loan Party)Borrower.

No Liens, Etc. The Collateral owned by the Borrower and each part thereof is owned by such Loan Party the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than restrictions on transferability permitted by or contained in the applicable Underlying Instruments) and such Loan Party the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, has will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other Collateral, free and clear of any Adverse ClaimClaim (other than Permitted Liens) or restrictions on transferability (other than customary restriction for property similar to such Collateral, including, in the case of the Collateral Obligations, the consent of any underlying agent and Obligor), to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has not filed or authorized the filing of a no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the applicable Loan Party 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 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 lien 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 any material Taxes with respect to such Loan Party the Borrower and no claim has been asserted by any Official Body with respect to the any material Taxes of such Loan Party 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 Loan PartyBorrower).

No Liens, Etc. The Collateral and each part thereof is owned by such Loan Party free and clear of any Adverse Claim (other or restrictions on transferability(other than Permitted Liens) and such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, has will havehas acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in each Collateral Obligation and the other Collateral, free and clear of any Adverse ClaimClaim or restrictions on transferability, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and has no 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 the or purportedly naming 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 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 lien 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 with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes of such Loan Party (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 Loan Party).