Common use of Title and Priority Clause in Contracts

Title and Priority. Such Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3, and no Lien exists upon such Collateral, except for Liens permitted under Section 5.02(a) of the Note Purchase Agreement (including, without limitation, the security interest in favor of the Secured Parties created pursuant hereto). The security interest created pursuant hereto constitutes a valid first priority security interest in the Collateral in which such Obligor purports to grant a security interest pursuant to Section 3, subject to no equal or prior Lien except for Liens set forth on Schedule 4.01(v) to the Note Purchase Agreement (except to the extent any such Liens secure obligations of the Obligors under the Second Lien Loan Documents or the New Third Lien Documents) and Liens having priority as a matter of law and at such time as all filings delivered to the Collateral Agent on or before the Closing Date have been duly filed in accordance with the provisions of this Agreement, such security interest will be perfected.

Title and Priority. Such Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3, and no Lien exists upon such Collateral, except for Liens permitted under Section 5.02(a) of the Note Purchase Second Lien Credit Agreement (including, without limitation, the security interest in favor of the Secured Parties created pursuant hereto). The security interest created pursuant hereto constitutes a valid first priority security interest in the Collateral in which such Obligor purports to grant a security interest pursuant to Section 3, 3 (subject to no equal or prior Lien except for Liens (i) set forth on Schedule 4.01(v) to the Note Purchase Agreement (except Second Lien Credit Agreement, but solely to the extent any that such Liens secure obligations of reflect prior perfected security interests, (ii) securing the Obligors under the Second First Lien Loan Documents or the New Third Lien DocumentsFacilities and (iii) and Liens having priority as a matter of law law) and at such time as all filings delivered to the Collateral Agent on or before the Closing Amendment Effective Date have been duly filed in accordance with the provisions of this Agreement, such security interest will be perfected.

Title and Priority. Such Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3, and no Lien exists upon such Collateral, except for Liens permitted under Section 5.02(a) of the Note Securities Purchase Agreement (including, without limitation, the security interest in favor of the Secured Parties created pursuant hereto). The security interest created pursuant hereto constitutes a valid first priority security interest in the Collateral in which such Obligor purports to grant a security interest pursuant to Section 3, subject to no equal or prior Lien except for Liens securing the obligations of the Obligors under the First Lien Documents and the Second Lien Loan Documents, Liens set forth on Schedule 4.01(v) to the Note Securities Purchase Agreement (except to the extent any such Liens secure obligations of the Obligors under the Second Lien Loan Documents or the New Third Lien Documents) and those Liens having priority as a matter of law and at such time as all filings delivered to the Collateral Agent on or before the Closing Date have been duly filed in accordance with the provisions of this Agreement, such security interest will be perfected.