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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid perfected first priority (subject to Section 4.1(e)) security interest in all of 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent Agent, for itself and the ratable benefit of Secured Parties, under this Agreement and the other Financing Agreements to which any Borrower is a party constitute a valid and perfected first priority (subject liens and security interests in and upon the Collateral to Section 4.1(e)) security interest in all of the Collateralwhich such Borrower now has or hereafter acquires rights, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, for itself and the ratable benefit of Secured Parties, and such others as are specifically listed on Schedule 8.4 to the Information Certificate hereto or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 each Guarantor has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, good and valid and 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 those granted to Administrative 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 Administrative Agent Agent, for itself and the ratable benefit of Lenders, under this Agreement and the other Financing Agreements to which any Borrower is a party constitute a valid and perfected first priority (subject liens and security interests in and upon the Collateral to Section 4.1(e)) security interest in all of the Collateralwhich such Borrower now has or hereafter acquires rights, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, for itself and the ratable benefit of Lenders, and such others as are specifically listed on Schedule 8.4 to the Information Certificate hereto or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests interests, liens and liens hypothecs granted to Administrative Agent under this Agreement and the other Financing Agreements Loan Documents constitute a valid and perfected first priority (subject to Section 4.1(e)) liens, hypothecs and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 10.2 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first second priority liens (subject subject, as to Section 4.1(e)) security interest in all priority, only to the liens of the Collateral, First Lien Agent under the First Lien Financing Documents) 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 each Guarantor has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent or the First Lien 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereofhereof (collectively, the "Permitted Encumbrances"). Each Borrower and Guarantor has good and insurable marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereofPermitted Encumbrances.

Priority of Liens; Title to Properties. The security interests and liens granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid perfected first priority (subject to Section 4.1(e)) security interest in all of 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first second priority (liens and security interests in and upon the Collateral subject to Section 4.1(e)) security interest in all the terms of the Collateral, Wxxxx Intercreditor Agreement and 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected (a) first priority liens and security interests in and upon the Priority Collateral and (subject to Section 4.1(e)b) second priority liens and security interest in all of and upon the CollateralCL Priority Collateral (other than Real Property), 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 has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute valid and upon the filing of a valid financing statement, control or possession by Agent, as applicable, perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements Loan Documents constitute a valid and perfected first priority (subject to Section 4.1(e)) liens, hypothecs and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 10.2 hereof.

Priority of Liens; Title to Properties. The security interests interests, liens and liens hypothecs granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent Agent, for itself and the benefit of Lenders, under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, for itself and the benefit of Lenders, 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 Administrative Agent Agent, for itself and the benefit of Lenders, under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, for itself and the benefit of Lenders, or 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and merchantable marketable title to, valid leasehold interests in or other rights to use all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, 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 each Aftermarket Entity has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent Agent, for itself and the ratable benefit of Lenders, under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, Collateral 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, for itself and the ratable benefit of Lenders, and such others as are specifically listed on Schedule 8.4 to the Information Certificate hereto or permitted under Section 9.8 hereof.

Priority of Liens; Title to Properties. The security interests and liens granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid perfected first priority (subject to Section 4.1(e)) security interest in all of 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.. 6991691.13 127

Priority of Liens; Title to Properties. The security interests and liens granted to Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, Collateral subject only to those liens which are specifically designated under Sections 9.8(b), (c), (d), (e), (f), (i), (j), (k) or (l) hereof or which are specifically designated on Schedule 9.8 hereto as being senior in priority to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereofof Agent. Each Borrower and Guarantor each Restricted Subsidiary has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent Agent, junior liens securing Intercompany Loans 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first second priority (liens and security interests in and upon the Collateral subject to Section 4.1(e)) security interest in all the terms of the Collateral, Xxxxx Intercreditor Agreement and 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first priority (subject to Section 4.1(e)) liens and security interest interests in all of and upon the Collateral, Collateral subject only to the liens in the Equipment in favor of Laurus Master Fund, Ltd., and the other 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative 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 Administrative Agent under this Agreement and the other Financing Agreements constitute a valid and perfected first second priority (liens and security interests in and upon the Collateral subject to Section 4.1(e)) security interest in all the terms of the Collateral, Wexxx Xntercreditor Agreement and 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 marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and 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 those granted to Administrative Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.