Common use of Title to and Location of Property Clause in Contracts

Title to and Location of Property. Borrower and its Subsidiaries have valid title to the Property (other than assets which are the subject of a Capital Lease Obligation) reflected in the balance sheet included in the financial statements described in Section 4.5(b), other than items of Property or exceptions to title which are in each case immaterial and Property subsequently sold or disposed of in the ordinary course of business (or otherwise disposed of in a manner permitted by this Agreement). Such Property is free and clear of all Liens and Rights of Others, other than Liens or Rights of Others described in Schedule 4.7A and Permitted Encumbrances, other encumbrances permitted pursuant to Section 6.9, and Permitted Rights of Others. All Property of Borrower and its Subsidiaries is located at one of the locations described in Schedule 4.7B or at such other locations within the United States of America as Borrower and/or its Subsidiaries, subsequent to the Closing Date, shall move such Property (other than deposit (whether a demand, time, savings, passbook or similar account) and investment accounts) and shall have notified Administrative Agent in writing prior to any such move. Schedule 4.7B sets forth (a) all office, warehouse and manufacturing and other space of Borrower and its Subsidiaries where any Property of Borrower or any of its Subsidiaries is located and (b) all deposit (whether a demand, time, savings, passbook or similar account) and investment accounts of Borrower and its Subsidiaries, identifying such account by account number, type, location of depositary institution and applicable owner thereof.