Except for the Liens granted to the Administrative Agent pursuant to this Agreement, as of the Closing Date, the Guarantor will be the legal and beneficial owner of the Collateral pledged by it hereunder free and clear of any and all Liens or claims of others. As of the Closing Date, the Guarantor (a) will be the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) will have rights in or the power to transfer the Collateral, free and clear of any other Lien.