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, subject to Section 6.5, 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 Lender’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof and grant to 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 Lender. If this Agreement is terminated, 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), Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Asahi Intercreditor Agreement). If Borrower shall acquire a commercial tort claimclaim in excess of Two Hundred Fifty Thousand Dollars ($250,000), Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations)obligations and any other obligations which, Lender by their terms, are to survive the termination of this Agreement) 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.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations, Letter of Credit reimbursement obligations if cash collateralized pursuant to Section 2.1.2(b) or other obligations that have been cash collateralized) 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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and any of Borrower’s obligations arising from the Warrant) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations)obligations and any of Borrower’s obligations arising from the Warrant) and at such time as Bank’s obligation to make Credit Extensions has terminated, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claimclaim in an amount in excess of One Million Dollars ($1,000,000.00), Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and shall exercise and deliver any further documentation required in connection with the release of Bank’s Lien in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claimclaim with a value in excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and and, upon request of Bank, grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to the SVB Loan Agreement, and pursuant to terms and conditions in the Intercreditor Agreement, and any other Permitted Liens that may have superior priority to Lender’s Agent and/or Lenders’ Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Agent in a writing signed by Borrower of the general details thereof and grant to Lender Agent, for the ratable benefit of Lenders, and to each 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 LenderAgent. If this Agreement is terminated, LenderAgent’s and Lenders’ 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 Agent’s and Lenders’ obligation to make Credit Extensions has terminated, Lender Agent shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderAgent’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Agent in a writing signed by Borrower of the general details thereof and grant to Lender Agent, for the ratable benefit of the Secured Parties, 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 LenderAgent. If this Agreement is terminated, LenderAgent’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 Lenders’ obligation to make Credit Extensions has terminated in accordance with the terms of this Agreement, Lender Agent shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Each US Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens (including Liens securing the Senior Debt) that may have superior priority to LenderPurchaser’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If a US Borrower shall acquire a commercial tort claim, such US Borrower shall promptly notify Lender Purchaser in a writing signed by such US Borrower of the general details thereof and grant to Lender Purchaser 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 LenderPurchaser. If this Agreement is terminated, LenderPurchaser’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 Purchaser’s obligation to purchase Notes has terminated, Lender Purchaser shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be 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 Lender’s Lien under this Agreement over the security interests of Bank by operation of law or by written subordination agreement duly executed and Liens granted delivered by Borrower to Bank pursuant to in favor of the SVB Loan Agreementholders of such Permitted Liens). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Each US Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens (including Liens securing the Senior Debt) that may have superior priority to LenderAgent’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If a US Borrower shall acquire a commercial tort claim, such US Borrower shall promptly notify Lender Agent in a writing signed by such US Borrower of the general details thereof and grant to Lender Agent, for the benefit of the Secured Parties, 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 LenderAgent. If this Agreement is terminated, LenderAgent’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 each Purchaser’s obligation to purchase Notes has terminated, Lender Agent shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Each US Borrower (including nLayer) represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens (including Liens securing the Senior Debt) that may have superior priority to LenderAgent’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If a US Borrower (including nLayer) shall acquire a commercial tort claim, such US Borrower (including nLayer) shall promptly notify Lender Agent in a writing signed by such US Borrower of the general details thereof and grant to Lender Agent, for the benefit of the Secured Parties, 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 LenderAgent. If this Agreement is terminated, LenderAgent’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 each Purchaser’s obligation to purchase Notes has terminated, Lender Agent shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’s Lien in the Collateral shall continue until the Obligations under the Loan Documents (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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire pursue a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender Bank in such writing a security interest therein and in the net proceeds thereofthereof (less costs and attorney fees incurred in securing judgment or settlement), all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to LenderBank. If this Agreement is terminated, LenderBank’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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant Agreement) in the Collateral (except for (i) Borrower’s deposit accounts to the SVB Loan Agreementextent provided in Sections 3.3(b) and 3.3(f) and Borrower’s Bank of America disbursements account no. 1459060201 for so long as Bank of America refuses to enter into a control agreement with respect to such account, (ii) motor vehicles with aggregate value not in excess of $50,000, (iii) money, and (iv) policies of insurance). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’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, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 LenderBank’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Bank in a writing signed by Borrower of the general details thereof and grant to Lender 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 LenderBank. If this Agreement is terminated, LenderBank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligationsobligations and cash collateralized obligations extending beyond maturity) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations)obligations and cash collateralized obligations extending beyond maturity) and at such time as Bank’s obligation to make Credit Extensions has terminated, Lender Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 Lender’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claimclaim valued in excess of $250,000, Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof and grant to 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 Lender. If this Agreement is terminated, 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 Lender’s obligation to make Term Loan Advances has terminated, Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, 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 Lender’s Pledgors’ Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender Pledgors in a writing signed by Borrower of the general details thereof and grant to Lender Pledgors 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 LenderPledgors. If this Agreement is terminated, Lender’s Pledgors’ 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)Obligations, Lender Pledgors shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall, subject to Section 6.5, shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may expressly have superior priority to Lender’s Lien under this Agreement and Liens granted by Borrower to Bank pursuant to the SVB Loan Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof and grant to 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 Lender. If this Agreement is terminated, 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), Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.