Common use of Priority of Liens; Title to Properties Clause in Contracts

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and indefeasible fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policy, as accepted by Agent, that insures each Mortgage) and good and valid title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and upon the filing of a financing statement, control or possession by Agent, as applicable, perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof, including as to priority to the extent that such liens have priority under applicable law or as specified in Section 9.8. Each Borrower and Guarantor has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Revolving Loan Priority Collateral and valid and perfected second priority liens and security interests in and upon the Term Loan Priority Collateral, subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and, after the filing of appropriate UCC financing statements and the proper recording of the mortgages, perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Parent, Borrower and Guarantor each Restricted Subsidiary has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Collateral Agent or the Administrative Agent under this Agreement and the other Financing Agreements constitute valid and perfected (a) first priority liens and security interests in and upon the Priority Collateral and (b) second priority liens and security interest in and upon the ABL Priority Collateral, in each case, subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor Credit Party has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Collateral Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Collateral Agent under this any Security Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Revolving Loan Collateral and valid and perfected second priority liens and security interests in and upon the Senior Note Collateral, subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Collateral Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests interests, hypothecs and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests and first ranking hypothecs in and upon the Revolving Loan Priority Collateral and valid and perfected second priority liens and security interests and second ranking hypothecs in and upon the other Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate Certificates and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate Certificates or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority (except for security interests and liens expressly permitted by Section 9.8 hereof that have priority by operation of law) liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and indefeasible marketable fee simple title to or valid leasehold interests in all of its Real Property (subject to such exceptions set forth in the mortgage title insurance policyand good, as accepted by Agent, that insures each Mortgage) valid and good and valid merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except, in each case, except those granted to Agent and/or Collateral Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.