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

Title to Collateral; Properties; Liens. (a) As of the date hereof, Parent and each of its Subsidiaries has (i) good title to its Collateral, (ii) good and marketable title in fee simple to all real property owned by it (“Real Property Assets”), and none of such Real Property Assets is subject to any Lien, except Permitted Liens and (iii) good title to or valid leasehold interests in all of its personal property which is material to the business of Parent and its Subsidiaries. Upon the completion of the Transactions, the Collateral Agent has and shall continue to have a Third Priority Lien in and to the Collateral; provided that if no First Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than any Second Priority Liens, any Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens); and provided further that if no First Lien Obligations or Second Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens). Prior to the Cross-Collateral Release Date, the Third Priority Liens securing the Third Lien Obligations are pari passu with, and not senior to, the Third Priority Liens securing the Parent Third Lien Obligations. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) A true, accurate and complete list of all Additional Spectrum Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. A true, accurate and complete list of all Other Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. The Other Assets are all of the assets and properties of Parent and its Subsidiaries other than the Additional Spectrum Assets and the WCS/AWS Assets. (c) As of the date hereof, Schedule 4.12 annexed hereto contains a true, accurate and complete list of all Real Property Assets. As of the date hereof, no part of the Real Property Assets has been materially damaged, destroyed, condemned or abandoned and no part of the Real Property Assets is the subject of condemnation proceedings.

Title to Collateral; Properties; Liens. (a) As of the date hereof, Parent and each of its Subsidiaries has (i) good title to its Collateral, (ii) good and marketable title in fee simple to all real property owned by it (“Real Property Assets”), and none of such Real Property Assets is subject to any Lien, except Permitted Liens and (iii) good title to or valid leasehold interests in all of its personal property which is material to the business of Parent and its Subsidiaries. Upon the completion of the Transactions, the Collateral Agent has and shall continue to have a Third Second Priority Lien in and to the Collateral; provided that if no First Lien Obligations are outstanding outstanding, such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than any Second Priority Liens, any Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens); and provided further that if no First Lien Obligations or Second Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens). Prior to the Cross-Collateral Release Date, the Third Priority Liens securing the Third Lien Obligations are pari passu with, and not senior to, the Third Priority Liens securing the Parent Third Lien Obligations. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) A true, accurate and complete list of all Additional Spectrum Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. A true, accurate and complete list of all Other Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. The Other Assets are all of the assets and properties of Parent and its Subsidiaries other than the Additional Spectrum Assets and the WCS/AWS Assets. (c) As of the date hereof, Schedule 4.12 annexed hereto contains a true, accurate and complete list of all Real Property Assets. As of the date hereof, no part of the Real Property Assets has been materially damaged, destroyed, condemned or abandoned and no part of the Real Property Assets is the subject of condemnation proceedings.

Title to Collateral; Properties; Liens. (a) As of the date hereof, Parent and each of its Subsidiaries has (i) good title to its Collateral, (ii) good and marketable title in fee simple to all real property owned by it (“Real Property Assets”), and none of such Real Property Assets is subject to any Lien, except Permitted Liens and (iii) good title to or valid leasehold interests in all of its personal property which is material to the business of Parent and its Subsidiaries. Upon the completion of the Transactions, the Collateral Agent has and shall continue to have a Third First Priority Lien in and to the Collateral; provided that if no First Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than any Second Priority Liens, any Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens); and provided further that if no First Lien Obligations or Second Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than Third Priority Liens securing Parent Third Lien Obligations and any Permitted Liens). Prior to the Cross-Collateral Release Date, the Third Priority Liens securing the Third Lien Obligations are pari passu with, and not senior to, the Third Priority Liens securing the Parent Third Lien Obligations. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) A true, accurate and complete list of all Additional Spectrum Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. A true, accurate and complete list of all Other Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. The Other Assets are all of the assets and properties of Parent and its Subsidiaries other than the Additional Spectrum Assets and the WCS/AWS Assets. (c) As of the date hereof, Schedule 4.12 annexed hereto contains a true, accurate and complete list of all Real Property Assets. As of the date hereof, no part of the Real Property Assets has been materially damaged, destroyed, condemned or abandoned and no part of the Real Property Assets is the subject of condemnation proceedings.

Title to Collateral; Properties; Liens. (a) As of the date hereof, Parent and each of its Subsidiaries has (i) good title to its Collateral, (ii) good and marketable title in fee simple to all real property owned by it (“Real Property Assets”), and none of such Real Property Assets is subject to any Lien, except Permitted Liens and (iii) good title to or valid leasehold interests in all of its personal property which is material to the business of Parent and its Subsidiaries. Upon the completion of the Transactions, the Collateral Agent has and shall continue to have a Third Priority Lien in and to the Collateral; provided that if no First Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than any Second Priority Liens, any Third Priority Liens securing Parent Spinco Third Lien Obligations and any Permitted Liens); and provided further that if no First Lien Obligations or Second Lien Obligations are outstanding such Lien held by the Collateral Agent shall have priority over all other Liens in and to such Collateral (other than Third Priority Liens securing Parent Spinco Third Lien Obligations and any Permitted Liens). Prior to the Cross-Collateral Release Date, the Third Priority Liens securing the Third Lien Obligations are pari passu with, and not senior to, the Third Priority Liens securing the Parent Spinco Third Lien Obligations. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) A true, accurate and complete list of all Additional Spectrum Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. A true, accurate and complete list of all Other Assets as of the date hereof is set forth on Schedule 4.12 annexed hereto. The Other Assets are all of the assets and properties of Parent and its Subsidiaries other than the Additional Spectrum Assets and the WCS/AWS Assets. (c) As of the date hereof, Schedule 4.12 annexed hereto contains a true, accurate and complete list of all Real Property Assets. As of the date hereof, no part of the Real Property Assets has been materially damaged, destroyed, condemned or abandoned and no part of the Real Property Assets is the subject of condemnation proceedings.