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

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any defects in title which do not constitute Liens and that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Borrower Obligor and Subsidiary has its Subsidiaries has, in all material respects, good and marketable title to (or valid leasehold interests in) all of its material Real Estate, and good title to all of its material personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any defects Liens, except in title which do not constitute Liens and that individually or in the aggregate each case as could not reasonably be expected to have a Material Adverse Effect. Each Borrower Obligor and Subsidiary its Subsidiaries has paid and discharged or is being Properly Contested all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to the Intercreditor Agreement and Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any defects in title which do not constitute Liens and that individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectLiens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of Agent in the Collateral Collateral, other than Exempt Property, are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s LiensLiens (for clarification, Permitted Liens that are expressly allowed to have priority over Agent’s Liens include the Liens of the Senior Secured Notes Collateral Agent to the extent such Liens have priority over Agent’s Liens pursuant to the terms of the Intercreditor Agreement).

Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any defects in title which do not constitute Liens and that individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectLiens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, Borrowers will have good title to the assets acquired pursuant to the Acquisition Agreement or otherwise owned by the Target Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens.

Title to Properties; Priority of Liens. Each Borrower of the Loan Parties and Subsidiary its Restricted Subsidiaries has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to the Agent or Lenders, in each case free of Liens except Permitted Liens and except where the failure to have such good title or any defects in title which do not constitute Liens and that individually or in the aggregate such leasehold interest could not reasonably be expected to have a Material Adverse Effect. Each Borrower of the Loan Parties and Subsidiary its Restricted Subsidiaries has paid and discharged all lawful claims that are not being Properly Contested or that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of the Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Borrower of Parent and Subsidiary its Subsidiaries has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens or any and minor defects in title which to its Real Estate that do not constitute Liens and that individually interfere with its ability to conduct its business as currently conducted or in the aggregate could not reasonably be expected to have a Material Adverse Effectutilize such properties for their intended purpose. Each Borrower of Parent and Subsidiary its Subsidiaries has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of Agent in the Collateral consisting of Eligible Real Estate are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens, and all Liens of Agent in all other Collateral are duly perfected, second priority (subject only to the first priority Liens of the ABL Agent in such Collateral) Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Borrower and Subsidiary Obligor has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or LendersLenders except as disposed of in the Ordinary Course of Business or as permitted hereunder since the date thereof, in each case free of Liens except Permitted Liens or any defects in title which do not constitute Liens and that individually or in the aggregate could not reasonably be expected to have a Material Adverse EffectLiens. Each Borrower and Subsidiary Obligor has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. Subject to any actions required to be taken solely by Agent, including the filing of UCC-1 financing statements, all All Liens of Agent in the Collateral Collateral, excluding any Lien on Collateral, (a) for which a certificate of title is issued and the Agent is not in possession of such certificate of title and listed as first lienholder thereon or (b) which constitutes a Commercial Tort Claim, are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.