Common use of Enforceability; Priority Clause in Contracts

Enforceability; Priority. Pledgor is the legal and beneficial owner of the Collateral and has the full, absolute and entire right, power and authority to execute and deliver this Agreement and to grant the security interest in the Collateral hereunder. The security interest granted to Secured Party hereunder in and to the Collateral constitutes a valid and enforceable first priority security interest therein and is subject to no mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC of any jurisdiction, or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing) (the "Liens") that have been created by or are arising through Pledgor, except for the Liens expressly set forth in this Agreement. Secured Party is entitled to all the rights, priorities, benefits and remedies of a secured party afforded by the Uniform Commercial Code of the State of New York or any other applicable jurisdiction (the "UCC").

Enforceability; Priority. Pledgor is the legal and beneficial owner of the Collateral and has the full, absolute and entire right, power and authority to execute and deliver this Agreement and to grant the security interest in the Collateral hereunder. The security interest granted to Secured Party hereunder in and to the Collateral constitutes a valid and enforceable first priority security interest therein and is subject to no mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC of any jurisdiction, or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing) (the "Liens") that have been created by or are arising through Pledgor, except for the Liens expressly set forth in this Agreement. Secured Party is entitled to all the rights, priorities, benefits and remedies of a secured party afforded by the Uniform Commercial Code of the State of New York Florida or any other applicable jurisdiction (the "UCC").