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

Priority of Liens; Title to Properties. Subject to Section 4.4, the security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise permitted by the Indenture. Such Debtor 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, other than Permitted Liens and except as otherwise permitted by the Indenture.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Each Borrower has good and marketable insurable 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Lenders' Agent for itself as agent and for the benefit of Lenders under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Each Borrower 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, other than Permitted Liens except those granted to Lenders' Agent for itself as agent and except for the benefit of Lenders and such others as otherwise are specifically listed on the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral Collateral, subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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 marketable title to all of its other properties and assets assets, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indenture.under Section 9.8 hereof. 8.5

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 hereto and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated in the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Each Borrower 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed in the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent Lender under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Borrower 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 arty kind, other than Permitted Liens except those granted to Lender and except such others as otherwise are specifically listed on the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent Agent, for itself and the ratable benefit of Lenders, under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 hereto and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Each Borrower 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, other than Permitted Liens except those granted to Agent, for itself and except the ratable benefit of Lenders, and such others as otherwise are specifically listed on Schedule 8.4 hereto or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to this Agreement and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to this Agreement or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Each Borrower 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Agreements Loan Documents constitute valid and perfected first priority liens (to the extent regarding the terms hereof) liens, hypothecs and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 10.2 hereof. Such Debtor 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 constituting Collateral, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 10.2 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the existing liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 5.8 hereof. Such Debtor Grantor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 5.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder 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 Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate hereto and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor Borrower 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, other than Permitted Liens except (a) those granted to Agent, (b) as shown in the title insurance policies delivered and except accepted by Agent in connection with the Mortgages, or (c) as otherwise permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 10.2 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indenture.under Section 9.8 hereof. 69

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Agent and except such others as otherwise are specifically listed on Schedule 8.4 to the Information Certificate or permitted by the Indentureunder Section 9.8 hereof.

Priority of Liens; Title to Properties. Subject to Section 4.4, the The security interests and liens granted to Collateral Working Capital Agent under this Agreement and the other Noteholder Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to Permitted Prior Liens except as otherwise the liens indicated on Schedule 8.4 and the other liens permitted by the Indentureunder Section 9.8 hereof. Such Debtor 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, other than Permitted Liens except those granted to Working Capital Agent and except such others as otherwise are specifically listed on Schedule 8.4 or permitted by the Indentureunder Section 9.8 hereof.