Common use of Title, Perfection and Priority Clause in Contracts

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the security interest in the Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit F, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted Liens.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 5.1(e), and has full power and authority to grant to the Collateral Administrative Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FC, the Collateral Administrative Agent will have a fully validly perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensExcepted Liens identified in clause (a) of the definition thereof.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for (other than Permitted Liens), and has full power and authority to grant to the Collateral Administrative Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FSchedule 7, the Collateral Administrative Agent will have a fully perfected first priority security interest (subject to Permitted Liens) in that Collateral of the Grantor in which a security interest may be perfected by such filing, subject only to Permitted Liens.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been duly filed in the appropriate offices against such Grantor in the locations listed on Exhibit FG, the Collateral Agent will have a fully perfected first second priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted Liens.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FH, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the such Grantor in which a security interest may be perfected by filing, subject only to Permitted Liens.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for (other than Permitted Liens), and has full power and authority to grant to the Collateral Administrative Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FSchedule 7, the Collateral Administrative Agent will have a fully perfected first priority security interest (subject to Permitted Liens) in that Collateral of the Grantor in which a security interest may be perfected by such filing, subject only to Permitted Liens. 3.2.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 4.1(f), and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit F, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensLiens permitted under Section 4.1(f).

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensEncumbrances, and has full power and authority to grant to the Collateral Administrative Agent the security interest in the Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FG, the Collateral Administrative Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filingfiling such financing statements, subject only to Permitted LiensEncumbrances.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to rights in the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full all necessary power and authority to grant to the Collateral Administrative Agent the security interest in the Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations location listed for such Grantor on Exhibit FH, the Collateral Administrative Agent will have a fully perfected first priority security interest (subject to Permitted Liens) in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted Liensfiling financing statements in such offices.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 4.1(f), and has full power and authority to grant to the Collateral Administrative Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit F, the Collateral Administrative Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensLiens permitted under Section 4.1(f).

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FH, the Collateral Agent will have a fully perfected first priority security interest in that the Collateral of the such Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensLiens permitted under Section 4.1 (e).

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Administrative Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FH, the Collateral Administrative Agent will have a fully perfected first priority security interest in that Collateral of the such Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensLiens permitted under Section 4.1(e).

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been duly filed in the appropriate offices against such Grantor in the locations listed on Exhibit FG, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted Liens.

Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted LiensLiens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit FH, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted LiensLiens permitted under Section 4.1(e).

Title, Perfection and Priority. Such The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, other than the Liens granted pursuant to this Security Agreement and has full power and authority to grant to the Collateral Agent Secured Parties the security interest in the such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such the Grantor in the locations listed on Exhibit FDelaware, the Collateral Agent Secured Parties will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing. For avoidance of doubt, the parties agree and understand that the Excluded Collateral is not subject only to Permitted Liensany liens created hereby.

Title, Perfection and Priority. Such The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the security interest in the Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such the Grantor in the locations listed on Exhibit FE, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Permitted Liens.