Title and Priority. Such Credit Party legally or beneficially owns, or has valid rights as a lessee or licensee (by virtue of administrative resolution or through contractual rights) with respect to, the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof and no Lien exists upon such Collateral except for Permitted Liens. To the extent the Uniform Commercial Code is applicable thereto, the security interest created pursuant hereto constitutes a valid security interest in the Collateral in which such Credit Party purports to grant a security interest pursuant to Section 3 hereof, which, upon perfection of such security interest under applicable law (to the extent such perfection is permitted under applicable law, not contractually prohibited and legally possible and not excluded from a perfection requirement pursuant to Section 6.02 of the Indenture), will be subject to no equal or prior Lien other than Permitted Liens referred to in clauses (e), (f), (h), (i), (j), (k), (l), (m), (n) or (o) of the definition of such term in Section 1.01 of the Indenture and other than as provided in any Intercreditor Agreement.
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. The Company is the sole beneficial owner of the Collateral and no security interest exists in the Collateral except for Liens expressly permitted by the terms of the Transaction Documents; and the security interests created pursuant hereto constitute valid, perfected security interests in the Collateral, subject to no equal or prior Lien except as so permitted.
Title and Priority. Such Securing Party is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Article III and no Lien exists or will exist upon such Collateral at any time (and no right or option to acquire the same exists in favor of any other Person), except for Liens permitted under Section 7.02 of the Credit Agreement and except for the pledge and security interest in favor of the Administrative Agent for the benefit of the Secured Parties created or provided for herein, which pledge and security interest will, upon perfection under the applicable provisions of the Uniform Commercial Code (but subject in any event to such Liens permitted under said Section 7.02) constitute a valid, first priority perfected pledge and security interest in and to all of such Collateral, to the extent such pledge and security interest can be perfected under the Uniform Commercial Code.
Title and Priority. Holdings is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Article IV and no Lien exists or will exist upon such Collateral at any time (and no right or option to acquire the same exists in favor of any other Person), except for the pledge and security interest in favor of the Administrative Agent for the benefit of the Secured Parties created or provided for herein, which pledge and security interest will, upon perfection under the applicable provisions of the Uniform Commercial Code constitute a first priority perfected pledge and security interest in and to all of such Collateral, to the extent such pledge and security interest can be perfected under the Uniform Commercial Code.
Title and Priority. Such Obligor has rights in the Collateral in which it purports to grant a security interest pursuant to Section 3.01 (or has the power to transfer rights in such Collateral to the Administrative Agent) and no Lien exists or will exist upon such Collateral at any time, except for Liens permitted under Section 6.02 of the Credit Agreement and except for the security interest in favor of the Secured Parties created pursuant hereto. The security interest created pursuant hereto constitutes a valid and perfected security interest in the Collateral in which such Obligor purports to grant a security interest pursuant to Section 3.01 to the extent the same may be perfected by filing, possession or control under the Uniform Commercial Code (except for any period during which such security interests is not required to be perfected hereunder), subject to no equal or prior Lien except as expressly permitted by Section 6.02 of the Credit Agreement.
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 (or has the power to transfer rights in such Collateral to the Collateral Trustee) and no Lien exists or will exist upon such Collateral at any time (and no right or option to acquire the same exists in favor of any other Person), except for Liens permitted under both Section 7.03 of the Credit Agreement and Section 10.5 of the 2002 Note Purchase Agreement. The security interest created pursuant hereto constitutes a valid and perfected 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 as expressly permitted by both Section 7.03 of the Credit Agreement and Section 10.5 of the 2002 Note Purchase Agreement.
Title and Priority. Such Securing Party 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 or will exist upon such Collateral at any time, except for Liens permitted under Section 4.11 of the 2009 Notes Indenture and except for (x) the security interest in favor of the Collateral Agent for the benefit of the Senior Secured Parties created pursuant to the Senior Non-Sharing Security and Guarantee Agreement and (y) the security interest in favor of the Trustee for the benefit of the Junior Secured Parties created pursuant hereto. The security interest created pursuant hereto constitutes a valid and perfected security interest in the Collateral in which such Securing Party purports to grant a security interest pursuant to Section 3, subject to the senior Lien created pursuant to the Senior Non-Sharing Security and Guarantee Agreement, but subject to no other equal or prior Lien except as expressly permitted by said Section 4.11 of the 2009 Notes Indenture.
Title and Priority. All of the Equipment owned by the Obligors on the date hereof is located on the Original Real Property and, except with respect to the Leased Equipment, all of the Equipment located on the Original Real Property on the date hereof is owned by one or more Obligors. Each Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest hereunder and no Lien exists upon such Collateral, except for Liens permitted under Section 1012 of the Indenture. The security interest created hereunder constitutes a valid, first priority perfected security interest in the Collateral in which such Obligor purports to grant a security interest hereunder (except, in the case of perfection and priority, in respect of Motor Vehicles subject to a certificate of title statute), subject to no equal or prior Lien except as permitted by said Section 1012.
Title and Priority. Except as noted in paragraph 1 of our opinion, any person's ownership rights in or title to, or the priority of any lien or security interest on or with respect to, any property or asset encumbered by the Deed of Trust.
