Common use of Good Title Clause in Contracts

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (indefeasible title, or valid leasehold interests) , to their material properties and assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (except for sales of assets permitted hereunder, and such defects in title that could not reasonably be expected to have, either individually or in the ordinary course of business)aggregate, a Material Adverse Effect) and is subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Holdings, the Borrower and its the Borrower Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of Holdings, the Borrower and its the Borrower Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent audited consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof, except as would not reasonably be expected to result in a Material Adverse Effect.

Good Title. The Borrower and its Subsidiaries each have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 7.12 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (indefeasible title, to, or valid leasehold interests) interests in, to their material properties and assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (except for sales of assets permitted hereunder, and such defects in title or the validity of leasehold interests that would not reasonably be expected to have, either individually or in the ordinary course of business)aggregate, a Material Adverse Effect) and is subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Each Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent audited consolidated balance sheet of the such Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its each of the Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Banks (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (indefeasible title, or valid leasehold interests) , to their material properties and assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), and such defects in title that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereofPermitted Encumbrances.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales dispositions of assets in the ordinary course of businessbusiness or that are (or would have been, in the case of dispositions prior to the date hereof) permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.8.

Good Title. The Borrower and its Subsidiaries have good and defensible title (marketable title, or valid leasehold interests) , to their assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (Agent, except for sales of assets in the ordinary course of business), subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (marketable title, or valid leasehold interests) , to their assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (Agent, except for sales of assets in the ordinary course of business), subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businesspermitted by Section 8.9), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.8.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and its respective Subsidiaries have good and defensible title (or valid leasehold interests) to their respective material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets by the Borrower and such Subsidiaries in the ordinary course of businesstheir respective businesses), subject to no Liens other than such thereof as are permitted by Section 8.8 8.12 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (indefeasible title, or valid leasehold interests) , to their assets as reflected on the Holdings’ most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), and such defects in title or interests that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title to (or valid leasehold interestsinterests in ) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets sold in the ordinary course of businessbusiness or pursuant to Dispositions permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), . The assets owned by the Borrower and each Guarantor are subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales Dispositions of assets in the ordinary course of businessbusiness or that are (or would have been, in the case of Dispositions prior to the date hereof) permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.08.

Good Title. The Borrower and its Subsidiaries have good and defensible title (marketable title, or valid leasehold interests) , to their assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), and such defects in title that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Each Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent audited consolidated balance sheet of the such Borrower and its Subsidiaries furnished to the Administrative Agent Agent, the L/C Issuers and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof, in each case, except as would not reasonably be expected to result in a Material Adverse Effect.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.02.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. l 2 . The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof6.2.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales dispositions of assets in the ordinary course of businessbusiness or that are (or would have been, in the case of dispositions prior to the date hereof) permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and its Material Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businessbusiness or other dispositions of assets not prohibited by this Agreement), subject to no Liens other than such thereof as are permitted by Section 8.8 subsection 7.2 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interestsinterests and licenses) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative DIP Agent and the Lenders (except for sales of assets in the ordinary course of businessbusiness or otherwise permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.8.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businesspermitted by Section 8.10 hereof), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower Borrowers and its their Subsidiaries each have good and defensible title (to, or a valid leasehold interests) to interest in, their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries Guarantors have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and each of its Subsidiaries have has good and defensible title (or valid leasehold interests) to their all of its material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries Loan Parties furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businessbusiness and dispositions of Property permitted pursuant to Section 8.10), subject to no Liens other than such thereof as are those permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have has good and defensible title (or valid leasehold interests) to their its assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its each of the Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Banks (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.14.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.. ​ ​ ​

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Banks (except for sales of assets in the ordinary course of business), subject to no Liens liens or security interests other than such thereof as are permitted by Section 8.8 7.14 hereof.

Good Title. The Each Borrower and its such Borrower’s Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 0 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to all of their material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its the Subsidiaries have good and defensible title to (or valid leasehold interestsinterests in) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its the Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales or other dispositions of assets in since the ordinary course date of businesssuch consolidated balance sheet which are permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries Guarantors have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 7.7 hereof.

Good Title. The Borrower and its the Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its the Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries Borrowers have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries Borrowers furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries each have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales assets and Properties disposed of assets in the ordinary course of business)business and assets subject to Liens which, individually and in the aggregate, do not have a Material Adverse Effect) and, in the case of assets consisting of stock or other equity interests in Subsidiaries, subject to no Liens other than such thereof as are permitted by Section 8.8 hereofLiens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to all of their material assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets by the Borrower and its Subsidiaries in the ordinary course of business), subject to no Liens Encumbrances other than such thereof as are permitted by Section 8.8 hereof5.9 of the Existing Agreements.

Good Title. The Borrower and its Restricted Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales Dispositions of assets in the ordinary course of businessbusiness or that are (or would have been, in the case of Dispositions prior to the date hereof) permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.8.

Good Title. The Borrower Borrowers and its their Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 7.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders Bank (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and its Material Subsidiaries have good and defensible title (marketable title, or valid leasehold interests) , to their assets as reflected on the Borrower’s most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished provided to the Administrative Agent and the Lenders (Agent, except for sales of assets in the ordinary course of business)business and other sales of assets not prohibited by this Agreement, subject to no Liens Liens, other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof8.8.

Good Title. The Borrower and its Subsidiaries have good and defensible title to (or valid leasehold interestsinterests in) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets sold in the ordinary course of businessbusiness or pursuant to Dispositions permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to each Unencumbered Asset and their other material assets as ​ reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible marketable title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businessas permitted under Section 8.10), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to each Unencumbered Asset and their other material assets as reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their material assets as reflected on the most recent consolidated balance sheet of the Borrower Parent and its Subsidiaries furnished to the Administrative Agent ​ ​ and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 8.7 hereof.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Collateral Agent and the Lenders (except for sales of assets in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof7.2.

Good Title. The Borrower and its the Subsidiaries have good and defensible legal title to (or valid leasehold interestsinterests in or other rights to use) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales sales, transfer, leases or other dispositions of assets permitted by Section 8.10 hereof or made in the ordinary course of business), subject to no Liens other than such thereof as are permitted by Section 8.8 hereofPermitted Liens.

Good Title. The Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets as reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of businessbusiness or other dispositions of assets not prohibited by this Agreement), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.