Common use of Title to the Exchanged Notes Clause in Contracts

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; (b) each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all Liens.

Title to the Exchanged Notes. (a) Each The Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). The Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . The Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon the applicable Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . No Holder has, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all Liens.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such any Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . Each Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon . Upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all LiensLiens created by such Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . Each Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon . Upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all LiensLiens created by such Holder. The consummation of the transactions contemplated hereby will not, in any respect, cause a fraudulent conveyance by the Holder.

Title to the Exchanged Notes. If the Investor is an Exchanging Investor, (a) Each Holder the Investor is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; (b) each Holder the Investor has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder the Investor may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder hasthe Investor has not, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest rights in or to its Exchanged Notes Notes, or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each Holderthe Investor’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by the Investor.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; (b) each the Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder or any other person acting for the Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . Each Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon . Upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes shall be Notes, free and clear of all Liens.

Title to the Exchanged Notes. (a) Each Such Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of the Exchanged Notes). Such Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . Such Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon such Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by such Holder or any other person acting for such Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes (including any Accrued Interest) set forth opposite its name on Exhibit A hereto; (b) each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all Liens. Such Notes are unrestricted and freely tradeable (including pursuant to Rule 144 under the Securities Act of 1933) and are free and clear of any restrictions on transfer.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . No Holder has, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder or any other person acting for the Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . Each Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon . Upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all LiensLiens created by such Holder.

Title to the Exchanged Notes. (a) Each Such Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; (b) each such Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such brokerbroker and any restrictions on transfer arising by operation of applicable securities laws); (c) no such Holder hashas not, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each such Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder or any other person acting for the Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes (including any Accrued Interest) set forth opposite its name on Exhibit A hereto; (b) each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all Liens.

Title to the Exchanged Notes. (a) Each Holder is (as of the date of this Agreement) the sole beneficial owner andowner, at and will be (as of the Closing, will be ) the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; (b) each the Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Transactions, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder or any other person acting for the Holder.

Title to the Exchanged Notes. (a) Each The Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). The Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . The Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder.

Title to the Exchanged Notes. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Exchanged Notes set forth opposite its name on Exhibit A hereto; hereto (b) each or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that such the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker); (c) no . The Holder hashas not, in whole or in part, except as described in the preceding clause (b)sentence, (ia) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or to its Exchanged Notes Notes, or (iib) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes; and (d) upon each . Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the TransactionsExchange, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes shall be Notes, free and clear of all Liens.