The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are fully paid and non-assessable and, as of the Amendment No. 1 Effective Date, are owned by the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents, the Term Liens and statutory nonconsensual Liens expressly permitted by Section 6.02).
The ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.
The Security Interest is and shall be prior to any other Lien on any of the ABL Collateral, other than Permitted Liens (but not Term Liens) that have priority as a matter of law.
If the Head Lessee shall exercise its option provided by this Section 5.1, the Head Lessor shall transfer by a bill of sale in form and substance reasonably satisfactory to the Head Lessee and prepared by and at the expense of the Head Lessor all of its right, title, interest and estate in, to and under the Undivided Interest to the Head Lessee free and clear of Liens other than Permitted Post Network Lease Term Liens.
To the extent that such DIP Financing Liens are senior to, or rank pari passu with, the ABL Liens on the ABL Priority Collateral, the Term Agent will, for itself and on behalf of the other Term Secured Parties, subordinate the Term Liens on the ABL Priority Collateral to the ABL Liens and the DIP Financing Liens thereon (and any "carve-out" for professional and United States Trustee's fees agreed by the ABL Agent).