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 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 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 Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral (including all assets of Target) subject only to the liens indicated on Schedule 8.4 to the Information Certificate hereto 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 (a) those granted to Agent, (b) as shown in the title insurance policies delivered and accepted by Agent and such others in connection with the Mortgages, or (c) 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 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.

Priority of Liens; Title to Properties. The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute (x) valid and perfected first priority liens in the case of Priority Collateral and (y) valid and perfected second priority liens in the case of ABL Priority Collateral 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 10.2 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, except for Permitted Liens and such other exceptions shown on the mortgage policies delivered in each case, accordance with Section 4.1(k)(C) and agreed to by the Agent and 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 or second priority liens and security interests in and upon the Collateral Collateral, subject only to (i) the liens indicated on Schedule 8.4 to the Information Certificate and Certificate, (ii) the other liens permitted under hereunder and (iii) the exceptions to perfection set forth in Section 9.8 5.3 hereof. Each Borrower and each 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 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. 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 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.