Common use of Ownership of Collateral; Security Interest Priority Clause in Contracts

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders hereunder, unless Lxxxxxx shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lenders; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of Lenders. This Agreement creates in favor of Lenders a valid security interest, subject only to Permitted Liens, in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected for security interests that may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor authorizes Lxxxxxx to file financing statements describing the Collateral as reasonably determined by Lxxxxxx and if requested will execute and deliver to Lenders all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx in order to maintain a security interest in, and if applicable, possession and control of, the Collateral. Grantor will not, without the prior written consent of Lenders, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders or their attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders hereunder, unless Lxxxxxx Lenders shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lenders; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of Lenders. This Agreement creates in favor of Lenders a valid security interest, subject only to Permitted Liens, interest in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected and of first priority for security interests that may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor authorizes Lxxxxxx Lenders to file financing statements describing the Collateral as reasonably determined by Lxxxxxx Lenders and if requested will execute and deliver to Lenders all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx Lenders in order to maintain a first perfected security interest in, and if applicable, possession and control of, the Collateral. Grantor will keep the Collateral free at all times from any and all Liens. Grantor will not, without the prior written consent of Lenders, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders or their attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders hereunder, unless Lxxxxxx shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lenders; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of Lenders. This Agreement creates in favor of Lenders a valid security interest, subject only to Permitted Liens, in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.13.3, will be perfected for security interests that may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor authorizes Lxxxxxx to file financing statements describing the Collateral as reasonably determined by Lxxxxxx and if requested will execute and deliver to Lenders all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx in order to maintain a security interest in, and if applicable, possession and control of, the Collateral. Grantor will not, without the prior written consent of Lenders, which will not be unreasonably withheld or delayed sell, lease, license, transfer, ,assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders or their attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders hereunder, unless Lxxxxxx Lenders shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) subject to the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding), Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lenders; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding) and those in favor of Lenders Lenders, and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding) and those in favor of Lenders. This Agreement creates in favor of Lenders a valid security interest, subject only to Permitted Liens, interest in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected and, subject to the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding), of first priority for security interests that may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor Gxxxxxx authorizes Lxxxxxx Lenders to file financing statements describing the Collateral as reasonably determined by Lxxxxxx and if requested will execute and deliver to Lenders all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx in order to maintain maintain, subject to the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding), a perfected first priority security interest in, and if applicable, possession and control of, the Collateral. Grantor will keep the Collateral free at all times from any and all Liens, other than the Permitted Senior Liens (solely to the extent such Permitted Senior Liens remain outstanding). Grantor will not, without the prior written consent of Lenders, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Subscription Agreement, subject to the terms of the Loan Subscription Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Subscription Agreement, Lenders or their attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders the Bank hereunder, unless Lxxxxxx the Bank shall otherwise consent, Grantor the Debtors shall be deemed to have represented and warranted that (a) Grantor a Debtor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lendersthe Bank; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders the Bank and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of Lendersthe Bank. This Upon filing of financing statements in the appropriate jurisdictions, this Agreement creates in favor of Lenders the Bank a valid first-priority perfected security interest, subject only to Permitted Liens, in the Collateral (other than the Excluded Collateral), in which a security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected for security interests that interest may be perfected by the filing of a financing statement, enforceable against Grantor each Debtor and all third parties and securing the payment of the Secured ObligationsLiabilities. Grantor authorizes Lxxxxxx The Debtors authorize the Bank to file financing statements describing the Collateral as reasonably determined by Lxxxxxx the Bank and if requested will execute and deliver to Lenders the Bank all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx the Bank in order to maintain a first perfected security interest in, and if applicable, possession and control of, the Collateral. Grantor The Debtors further ratify and consent to the filing of any financing statement by the Bank which may have been filed prior to the date hereof. The Debtors will keep the Collateral free at all times from any and all Liens other than Permitted Liens. The Debtors will not, without the prior written consent of Lendersthe Bank, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for for, prior to an Event of Default only (notwithstanding any other agreement), any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement . The Bank or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders or their its attorneys may after a prior written notice at any and on regular business hours all reasonable times inspect the Collateral and for such purpose upon reasonable notice to the Debtors may enter upon any and all premises where the Collateral is or might be kept or located., subject to any limitations, if any, in the Loan Agreement. SECURITY AGREEMENT

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders Lender hereunder, unless Lxxxxxx Lender shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of LendersLender; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders Lender and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of LendersLender. This Agreement creates in favor of Lenders Lender a valid security interest, subject only to Permitted Liens, in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected and of first priority for security interests that which may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor authorizes Lxxxxxx Lender to file financing statements describing the Collateral as reasonably determined by Lxxxxxx Lender and if requested will execute and deliver to Lenders Lender all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx Lender in order to maintain a first perfected security interest in, and if applicable, possession and control of, the Collateral. Grantor will keep the Collateral free at all times from any and all Liens other than Permitted Liens. Grantor will not, without the prior written consent of LendersLender, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders Lender or their its attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.