Common use of Priority of Security Interest Clause in Contracts

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement) to the extent that the security interest in the Collateral can be perfected by the taking of the actions required under this Agreement and the other Loan Documents; provided, however, that until the date that is forty five (45) days after the Effective Date or as is otherwise specified in the Export-Import Agreement)Postclosing Letter, the foregoing representation, warranty and covenant with respect to the perfection and priority of the security interest granted herein shall only apply to the extent that the security interest in the Collateral can be perfected by (i) the filing of a financing statement pursuant to the Code, (ii) the possession of the certificated securities, if any, evidencing the capital stock of or other equity interests issued by the Material Domestic Subsidiaries of Borrower or any Domestic Guarantor or (iii) Bank having control over Collateral Accounts maintained at Bank. If Borrower shall acquire a commercial tort claimclaim having a potential value in excess of Two Hundred Fifty Thousand Dollars ($250,000), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (Collateral, subject only to Permitted Liens that may have superior priority to BankAgent’s Lien Liens solely by operation of applicable law and subject, for the following Collateral, to the occurrence of the following (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under this Agreement the Code, the completion of the filings with the appropriate filing office, (ii) with respect to any deposit account, commodities account or securities account held at a bank other than Agent, the Export-Import Agreement)execution of account control agreements by and among Agent, the owner of the account and the financial institution where such account is maintained, (iii) in the case of letter of credit rights, the execution of a contractual obligation granting control (as “control” is contemplated as a manner of perfection in the applicable sections of the Code) and (iv) in the case of investment property, instruments and chattel paper, the completion of all steps necessary to grant control (as “control” is contemplated as a manner of perfection in the applicable sections of the Code) to Bank over such investment property, instruments and chattel paper. If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the general details thereof and grant to Bank Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankAgent. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created Nothing in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in Section 4.2 shall have any effect on the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangiblesobligations of Borrower under Section 6.12.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to BankAgent’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank Agent in a writing signed by Borrower of the general details thereof and grant to Bank Agent, for the benefit of Agent and the ratable benefit of Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to BankAgent. If this Agreement is terminated, BankAgent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations satisfied, and at such time as BankAgent’s and Lenders’ obligation to make Credit Extensions under this Agreement has terminated, Bank Agent shall, at Borrower’s sole cost and expense, release terminate its Liens security interest in the Collateral and all rights therein shall revert to Borrower. Notwithstanding In the foregoingevent (a) all Obligations (other than inchoate indemnity obligations), it is expressly acknowledged are satisfied in full, and agreed that the security interest created in (b) this Agreement only with respect to Export-Related Accounts Receivableis terminated, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to Agent shall terminate the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangiblesherein.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding Borrower acknowledges that it previously has entered, and/or may in the foregoingfuture enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is expressly acknowledged the intent of Borrower and agreed that Bank to have all such Obligations secured by the first priority perfected security interest created in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement only with respect to Export-Related Accounts Receivableis terminated, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined Bank’s Lien in the Export-Import AgreementCollateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is subject to and subordinate to terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the Export-Import Agreement with respect event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to one hundred ten percent (110%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General IntangiblesLetters of Credit.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import EXIM Loan Agreement). If Borrower shall acquire a commercial tort claimclaim or claims in excess of Fifty Thousand Dollars ($50,000) in the aggregate, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import EXIM Loan Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). Borrower agrees that, unless otherwise agreed in writing signed by Bank and Borrower, the security interest granted herein by Borrower shall survive the termination of this Agreement and shall terminate only upon the termination of all Bank Services Agreements; provided, however, that such security interest shall not survive if this Agreement has been terminated and the only Bank Services being provided are deposit accounts and/or securities accounts of Borrower with Bank and/or Bank’s Affiliates and related on-line banking services). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any Obligations in respect of Letters of Credit that are collateralized as provided in Section 2.1.2(b) and obligations in respect of deposit accounts and/or securities accounts of Borrower with Bank and/or Bank’s Affiliates and related on-line banking services) are repaid in full in cash. Upon payment in full in cash of the Obligations (without regard to any Obligations in respect of Letters of Credit that are collateralized as provided in Section 2.1.2(b) and obligations in respect of deposit accounts and/or securities accounts of Borrower with Bank and/or Bank’s Affiliates and related on-line banking services) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower (a) Each Credit Party represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral other than Collateral which would require to be secured pursuant to the Security Interests (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral (subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to Bank’s the Lien under this Agreement or the Export-Import Agreementin favor of Lender, if any). Each Credit Party represents, warrants, and covenants that, at the Tranche A Closing Date, the security interests granted pursuant to the Jersey Security Interest Agreement will be and shall at all times continue to be first priority perfected security interests in the Collateral as defined therein and that, at the Tranche A Closing Date, such Collateral (as defined in the Jersey Security Interest Agreement) will be the only Collateral which would require to be secured pursuant to the Security Interests (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral. If Borrower a Credit Party shall acquire a commercial tort claimclaim with a value (as calculated by a Responsible Officer of Borrower in good faith, Borrower acting prudently based on reasonable assumptions) greater than Two Hundred Fifty Thousand Dollars ($250,000.00), such Credit Party shall promptly notify Bank Lender in a writing signed by Borrower such Credit Party of the general details thereof and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Lender. (b) If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as BankLender’s obligation obligations to make Credit Extensions has terminated, Bank Lender shall, at Borrower’s the Credit Parties’ sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrowerthe appropriate Credit Parties. Notwithstanding At the foregoingrequest of any Credit Party following any such termination of Lender’s obligations to make Credit Extensions, it is expressly acknowledged Lender shall deliver to such Credit Party any Collateral of such Credit Party held by Lender hereunder and agreed that the security interest created in this Agreement only with respect execute and deliver to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (such Credit Party such documents as such terms are defined Credit Party shall reasonably request to evidence such termination. Borrower hereby agrees to pay all reasonable costs and expenses incurred by Lender in connection with any such delivery of Collateral or the Export-Import Agreement) is subject to preparation, execution and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to delivery of any such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangiblesdocumentation.

Priority of Security Interest. Each Borrower represents, warrants, and covenants that, except for (x) Permitted Liens that may have superior priority to Bank’s Lien under this Agreement, and (y) deposit accounts not requiring a Control Agreement pursuant to Section 6.6, the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to completion of the following at Bank’s Lien sole discretion: (a) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under this Agreement the Code, upon completion of such filings, (b) with respect to any Collateral Account, Bank having control (as defined in the Code) of such Collateral Account, (c) in the case of Collateral covered by a certificate of title, the security interest of Bank is indicated on such certificate of title if required by applicable law, (d) in the case of the Singapore Collateral, the security interest of Bank is perfected pursuant to applicable law, and (e) in the case of all other Collateral, as required by the Code or the Export-Import Agreement)applicable law. If any Borrower shall acquire a commercial tort claim, such Borrower shall promptly notify Bank in a writing signed by such Borrower of the general details thereof and and, if requested by Bank, grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding ; provided that upon payment in full in cash of the foregoingSingapore Obligations and at such time as Bank’s obligation to make Credit Extensions to Singapore Borrower has terminated, it is expressly acknowledged Bank shall, at Borrowers’ sole cost and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivableexpense, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined release its Liens in the Export-Import Agreement) is subject Singapore Collateral and all rights therein shall revert to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General IntangiblesSingapore Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may pursuant to the terms hereof, are allowed to have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement), provided, however, that notwithstanding anything to the contrary Collateral hereunder shall not include the Questys IP until such time as the Questys Debt shall be repaid and at such time, and without any further act or notice hereunder, the term “Collateral” hereunder shall include the Questys IP. If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Each Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If a Borrower shall acquire a commercial tort claim, such Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid satisfied in full in cash. Upon payment in full in cash of the Obligations full, and at such time as Bank’s obligation to make Credit Extensions has terminatedtime, Bank shall, at Borrower’s sole cost and expense, release terminate its Liens security interest in the Collateral and all rights therein shall revert to Borrower. Notwithstanding In the foregoingevent (x) all Obligations (other than inchoate indemnity obligations), it is expressly acknowledged except for Bank Services, are satisfied in full, and agreed that the security interest created in (y) this Agreement only with respect to Export-Related Accounts Receivableis terminated, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the Export-Import Agreement with respect event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General IntangiblesLetters of Credit.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (Collateral, subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to Bank’s Lien Lien, subject, for the following Collateral, to the occurrence of the following (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under this Agreement the Code, the completion of the filings with the appropriate filing office, (ii) with respect to any deposit account, commodities account or securities account held at a bank other than Bank, the Export-Import Agreement)execution of account control agreements by and among Bank, the owner of the account and the financial institution where such account is maintained, (iii) in the case of letter of credit rights, the execution of a contractual obligation granting control (as “control” is contemplated as a manner of perfection in the applicable sections of the Code) and (iv) in the case of investment property, instruments and chattel paper, the completion of all steps necessary to grant control (as “control” is contemplated as a manner of perfection in the applicable sections of the Code) to Bank over such investment property, instruments and chattel paper. If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, promptly release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid satisfied in full in cash. Upon payment in full in cash of the Obligations full, and at such time as Bank’s obligation to make Credit Extensions has terminatedtime, Bank shall, at Borrower’s sole cost and expense, release terminate its Liens security interest in the Collateral and all rights therein shall revert to Borrower. Notwithstanding In the foregoingevent (a) all Obligations (other than inchoate indemnity obligations), it is expressly acknowledged except for Bank Services, are satisfied in full, and agreed that the security interest created in (b) this Agreement only with respect to Export-Related Accounts Receivableis terminated, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for Bank Services, if any. In the Export-Import Agreement with respect event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred percent (100.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred five percent (105.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General IntangiblesLetters of Credit.

Priority of Security Interest. (a) Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be be, subject to the terms of the Intercreditor Agreement, a first priority perfected security interest in the Collateral (subject in lien priority only to those Permitted Liens that may have superior are expressly entitled to such priority to Bank’s Lien under this Agreement over the security interests of Initial Lender by operation of law or by written subordination agreement duly executed and delivered by Initial Lender in favor of the Export-Import Agreementholders of such Permitted Liens). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank Initial Lender in a writing signed by Borrower of the general details thereof and grant to Bank Initial Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Initial Lender. (b) If this Agreement is terminated, BankInitial Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bankeach Lender’s obligation to make Credit Extensions has terminated, Bank Initial Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral (including making any filings and taking other actions as reasonably necessary to evidence such termination) and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower (a) Each Credit Party represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral other than Collateral which would require to be secured pursuant to the Security Interests (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral (subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to Bank’s the Lien under this Agreement or the Export-Import Agreementin favor of Lender, if any). Each Credit Party represents, warrants, and covenants that, at the Funding Date, the security interests granted pursuant to the Jersey Security Interest Agreement will be and shall at all times continue to be first priority perfected security interests in the Collateral as defined therein and that, at the Funding Date, such Collateral (as defined in the Jersey Security Interest Agreement) will be the only Collateral which would require to be secured pursuant to the Security Interests (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral. If Borrower a Credit Party shall acquire a commercial tort claimclaim with a value (as calculated by a Responsible Officer of Borrower in good faith, Borrower acting prudently based on reasonable assumptions) greater than Five Hundred Thousand Dollars ($500,000.00), such Credit Party shall promptly notify Bank Lender in a writing signed by Borrower such Credit Party of the general details thereof and grant to Bank Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Lender. (b) If this Agreement is terminated, BankLender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as BankLender’s obligation obligations to make Credit Extensions has terminated, Bank Lender shall, at Borrower’s the Credit Parties’ sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrowerthe appropriate Credit Parties. Notwithstanding At the foregoingrequest of any Credit Party following any such termination of Lender’s obligations to make Credit Extensions, it is expressly acknowledged Lender shall deliver to such Credit Party any Collateral of such Credit Party held by Lender hereunder and agreed that the security interest created in this Agreement only with respect execute and deliver to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (such Credit Party such documents as such terms are defined Credit Party shall reasonably request to evidence such termination. Borrower hereby agrees to pay all reasonable costs and expenses incurred by Lender in connection with any such delivery of Collateral or the Export-Import Agreement) is subject to preparation, execution and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to delivery of any such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangiblesdocumentation.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid satisfied in full in cash. Upon payment in full in cash of the Obligations full, and at such time as Bank’s obligation to make Credit Extensions has terminatedtime, Bank shall, at Borrower’s sole cost and expense, release terminate its Liens security interest in the Collateral and all rights therein shall revert to Borrower. Notwithstanding In the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.event

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (Collateral, subject only to Permitted Liens that may are permitted by the terms of this Agreement to have superior priority to Bank’s Lien Lien, subject, for the following Collateral, to the occurrence of the following (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under this Agreement the CODE, the completion of the filings with the appropriate filing office, (ii) with respect to any deposit account, commodities account or securities account held at a bank other than Bank, the Export-Import Agreement)execution of account control agreements by and among Bank, the owner of the account and the financial institution where such account is maintained, (iii) in the case of letter of credit rights, the execution of a contractual obligation granting control (as “control” is contemplated as a manner of perfection in the applicable sections of the CODE) and (iv) in the case of investment property, instruments and chattel paper, the completion of all steps necessary to grant control (as “control” is contemplated as a manner of perfection in the applicable sections of the CODE) to Bank over such investment property, instruments and chattel paper. If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, promptly release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement or the Export-Import Agreement), in each case, to the extent that a security interest in such Collateral can be perfected pursuant to Article 9 or 8 of the Code. If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the security interest created in this Agreement only with respect to Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles (as such terms are defined in the Export-Import EXIM Loan Agreement) is subject to and subordinate to the security interest granted to Bank in the Export-Import EXIM Loan Agreement with respect to such Export-Related Accounts Receivable, Export-Related Inventory and Export-Related General Intangibles.