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

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or LendersSection 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of Borrower or such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower Obligor and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in SECTION 9.1.9 or delivered pursuant to Agent or LendersSECTION 10.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary Obligor has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Obligor or any such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower The Company and each Subsidiary has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements delivered referred to Agent or Lendersin Section 2.8, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than except Permitted Liens. The Company has paid or discharged, and has caused each Subsidiary to pay and discharge, all lawful claims which, if unpaid, might become a Lien against any Properties of the Company or such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other Financing Documents are Liens with priority only subject to those granted in favor of the holders of Senior Debt and subject only to those other Permitted Liens which are expressly permitted by the terms of the Note Agreement to have priority over the Liens of Agent.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all each of its Real Estate, and Subsidiaries has good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 9.1.9 or delivered pursuant to Agent or LendersSection 10.1.3, except as could not be reasonably be expected to have a Material Adverse Effect, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all material lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Administrative Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Administrative Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in SECTION 9.1.9 or delivered pursuant to Agent or LendersSECTION 10.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each Subsidiary to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, other than against any Borrower's Properties that is not a Permitted LiensLien. All The Liens of Agent in granted to Lender pursuant to this Agreement and the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over Agent’s Liens. As the Liens of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted LiensLender.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all each of its Real Estate, and Subsidiaries has good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 9.1.9 or delivered pursuant to Agent or LendersSection 10.1.3, except as could not be reasonably be expected to have a Material Adverse Effect, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all material lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Lender pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens Lines that are expressly allowed permitted by the terms of this Agreement to have priority over Agent’s Liens. As the Liens of Lender or as otherwise set forth in the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted LiensFinancing Orders.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its the personal PropertyProperty owned by it, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or LendersSection 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or LendersSection 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all each of its Real Estate, and Subsidiaries has good title to all of its personal Property, including all Property reflected in any the financial statements referred to in SECTION 9.1.9 or delivered pursuant to Agent or LendersSECTION 10.1.3, except as could not be reasonably be expected to have a Material Adverse Effect, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all material lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Administrative Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Administrative Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in SECTION 8.1.9 or delivered pursuant to Agent or LendersSECTION 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of Borrower or such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Lender pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Loan Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over Agent’s Liens. As the Liens of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted LiensLender.

Title to Properties; Priority of Liens. Each As of the date hereof, each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal PropertyProperty (other than the Collateral), including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or Lenders, Section 9.1.4. Each Borrower has good title to all Collateral in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid and or discharged all lawful claims thatwhich, if unpaid, could might become a Lien on its Propertiesagainst any Collateral of such Borrower that is not a Permitted Lien. Upon entry of the Interim DIP Financing Order by the Court, other than Permitted Liens. All the Liens of granted to DIP Agent pursuant to this Agreement are first priority Liens in and upon the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Senior Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in SECTION 8.1.9 or delivered pursuant to Agent or LendersSECTION 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Borrower or any such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary Obligor has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent Section 9.1.3, except for Property permitted to be sold or Lendersotherwise disposed of pursuant to the terms of this Agreement or sold or otherwise disposed of with the consent of Lender, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary Obligor has paid and or discharged all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, other than against any Collateral of such Obligor that is not a Permitted LiensLien. All The Liens of Agent in granted to Lender pursuant to this Agreement and the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over Agent’s Liens. As the Liens of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted LiensLender.

Title to Properties; Priority of Liens. Each Borrower Obligor and Subsidiary each of its Subsidiaries has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 9.1.9 or delivered pursuant to Agent or LendersSection 10.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary Obligor has paid or discharged, and discharged has caused each of its Subsidiaries to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of such Obligor or any such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower and each Subsidiary has good and marketable title to (and fee simple ownership of, or valid and subsisting leasehold interests in) , all of its Real Estatereal Property, and good title to all of its personal Property, including all material Property reflected in any the financial statements referred to in SECTION 8.1.9 or delivered pursuant to Agent or LendersSECTION 9.1.3, in each case free and clear of all Liens except Permitted Liens. Each Borrower and Subsidiary has paid or discharged, and discharged has caused each Subsidiary to pay and discharge, all lawful claims thatwhich, if unpaid, could might become a Lien on its Properties, against any Properties of Borrower or such Subsidiary that is not a Permitted Lien. The Liens granted to Agent pursuant to this Agreement and the other than Permitted Liens. All Liens of Agent in the Collateral Security Documents are duly perfected, first priority Liens, subject only to those Permitted Liens that which are expressly allowed permitted by the terms of this Agreement to have priority over the Liens of Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.