Common use of Ownership of Properties Clause in Contracts

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2. (b) As of the Closing Date, the Borrower owns and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities.

Ownership of Properties. (a) Each As of the Closing Date, each of Holdco, Borrower and its Subsidiaries owns each Subsidiary has good and marketable valid title to, or a valid leasehold in or other enforceable interest in, (or, in the case of Intellectual Property, a valid license to) all properties and assetsof its Property material to its business (other than irregularities or deficiencies in title which, real and personalindividually or in the aggregate, tangible and intangiblewould not reasonably be expected to have a Material Adverse Effect), of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, in each case free and clear of all Liens except Permitted Liens. Except as would not reasonably be expected to have a Material Adverse Effect, charges or claims (including infringement claims with respect to patentsthe Property of Holdco, trademarks, copyrights Borrower and the likeSubsidiaries, taken as a whole, (i) except as permitted is in operating order, condition and repair (ordinary wear and tear and damage by casualty excepted) and (ii) together with the Intellectual Property provided to Borrower pursuant to Section 7.2.2the Transition Services Agreement, constitutes all of the Property required for the business and operations of Holdco, Borrower and the Subsidiaries as presently conducted. (b) (i) As of the Closing Date, no Real Property was owned by Holdco, Borrower or the Subsidiaries, (ii) each of Holdco, Borrower owns and the applicable Subsidiaries has valid and enforceable leasehold interests in the leasehold estates in all of the real property leased by it that is used in the operations, or the business, of the Loan Parties and their Subsidiaries, which leased real property is listed on Schedule 3.10(b) under the heading “Leased Properties” (each, a “Leased Property”) and (iii) each of Holdco, Borrower and the applicable Subsidiaries has good marketable title and valid and enforceable rights to a 100% interest use the other real property, including easements, licenses, rights to access, rights-of-way and other real property interests, that are used in the Mortgaged Facilitiesoperations of the Loan Parties and their subsidiaries, as listed on Schedule 3.10(b) under the heading “Other Real Property” (each an “Other Real Property”), in each case, free and clear of all Liens other than of any nature whatsoever, except (a) as to Fee Property, Permitted LiensEncumbrances and (b) as to Leased Property, the terms and provisions of the respective Lease therefor, including, without limitation, any matters affecting the fee title and any estate superior to the leasehold estate related thereto. The Borrower owns and (to Fee Properties, the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities Leased Properties and the after-acquired property Other Real Property constitute, as of the Closing Date, all of the Real Property owned in fee or leased by Holdco, Borrower and the Subsidiaries and used or held for use by Parent Guarantor, Borrower and the Subsidiaries. No Loan Party has received written notice of pending condemnation or similar proceedings affecting any of the Real Property and, to each Loan Party’s knowledge, no such action is currently contemplated or threatened. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Security DocumentsSecretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (c) purported to be covered by the Security Documents Except as set forth on Schedule 3.10(c), each of Holdco, Borrower and each Subsidiary has complied with all obligations under all Leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of party, except where the failure to comply would not reasonably be expected to have a valid and subsisting estate in and to any Material Adverse Effect, and all easements (such Leases are in full force and effect, except for easements that, those in respect of which the absence of which, failure to be in full force and effect would not reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on the operation Schedule 3.10(c), each of a Mortgaged Facility) necessary for the ownershipHoldco, leasing, occupation, construction, repair, operation, maintenance, use Borrower and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and each Subsidiary enjoys peaceful and undisturbed possession under all such Leases, other than Leases in respect of all of which the "Mortgaged Property" (as defined failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilitiesaggregate, have a Material Adverse Effect.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2. (b) As of the Closing Date, the Borrower owns and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to (or other similar title in jurisdictions outside the Collateral (United States of America), or valid leasehold interests in, or easements or other limited property interests in, or is licensed to use, all its material properties and assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title in the aggregate could not reasonably be expected to have a Material Adverse Effect. All of Borrower’s and its Subsidiaries’ interests in such material properties and assets are free and clear of Liens, other than the Mortgaged Facilities Permitted Liens. (b) Each of Borrower and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents its Subsidiaries has complied with all obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted LiensMaterial Adverse Effect, and has obtained all licenses such leases are in full force and permits required by applicable Requirements effect, except leases in respect of Law which the failure to be in full force and all easements and access rights necessary (except for easements and access rights that, the absence of which, would effect could not reasonably be expected to have a material adverse effect on the operation Material Adverse Effect. Each of a Mortgaged Facility) for the Operation of the Mortgaged Facilities Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of all of which the "Mortgaged Property" (as defined failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the relevant Mortgaged Facility Mortgageaggregate, have a Material Adverse Effect. (c) (subject only Each of Borrower and its Subsidiaries owns, possesses, is licensed or otherwise has the right to Permitted Liens) in each of the foregoing cases use, or could obtain ownership or possession of, on terms not materially adverse to the extent that is it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Properties. (a) Each As of the Closing Date and as of the date of each Credit Event (subject to transfers and dispositions of property permitted under Section 6.05), each of Holdco, Borrower and its Subsidiaries owns each Subsidiary has good and marketable valid title to, or a valid leasehold in or other enforceable interest in, (or, in the case of Intellectual Property, a valid license to) all properties and assetsof its Property material to its business (other than irregularities or deficiencies in title which, real and personalindividually or in the aggregate, tangible and intangiblewould not reasonably be expected to have a Material Adverse Effect), of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, in each case free and clear of all Liens except Permitted Liens. Except as would not reasonably be expected to have a Material Adverse Effect, charges or claims (including infringement claims with respect to patentsthe Property of Holdco, trademarks, copyrights Borrower and the likeSubsidiaries, taken as a whole, (i) except as permitted is in operating order, condition and repair (ordinary wear and tear and damage by casualty excepted) and (ii) together with the Intellectual Property provided to Borrower pursuant to Section 7.2.2the Transition Services Agreement, constitutes all of the Property required for the business and operations of Holdco, Borrower and the Subsidiaries as presently conducted. (b) (i) As of the Closing Date, no Real Property was owned by Holdco, Borrower or the Subsidiaries, (ii) each of Holdco, Borrower owns and the applicable Subsidiaries has valid and enforceable leasehold interests in the leasehold estates in all of the real property leased by it that is used in the operations, or the business, of the Loan Parties and their Subsidiaries, which leased real property is listed on Schedule 3.10(b) under the heading “Leased Properties” (each, a “Leased Property”) and (iii) each of Holdco, Borrower and the applicable Subsidiaries has good marketable title and valid and enforceable rights to a 100% interest use the other real property, including easements, licenses, rights to access, rights-of-way and other real property interests, that are used in the Mortgaged Facilitiesoperations of the Loan Parties and their subsidiaries, as listed on Schedule 3.10(b) under the heading “Other Real Property” (each an “Other Real Property”), in each case, free and clear of all Liens other than of any nature whatsoever, except (a) as to Fee Property, Permitted LiensEncumbrances and (b) as to Leased Property, the terms and provisions of the respective Lease therefor, including, without limitation, any matters affecting the fee title and any estate superior to the leasehold estate related thereto. The Borrower owns and (to Fee Properties, the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities Leased Properties and the after-acquired property Other Real Property constitute, as of the Closing Date, all of the Real Property owned in fee or leased by Holdco, Borrower and the Subsidiaries and used or held for use by Parent Guarantor, Borrower and the Subsidiaries. No Loan Party has received written notice of pending condemnation or similar proceedings affecting any of the Real Property and, to each Loan Party’s knowledge, no such action is currently contemplated or threatened. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Security DocumentsSecretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (c) purported to be covered by the Security Documents Except as set forth on Schedule 3.10(c), each of Holdco, Borrower and each Subsidiary has complied with all obligations under all Leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of party, except where the failure to comply would not reasonably be expected to have a valid and subsisting estate in and to any Material Adverse Effect, and all easements (such Leases are in full force and effect, except for easements that, those in respect of which the absence of which, failure to be in full force and effect would not reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on the operation Schedule 3.10(c), each of a Mortgaged Facility) necessary for the ownershipHoldco, leasing, occupation, construction, repair, operation, maintenance, use Borrower and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and each Subsidiary enjoys peaceful and undisturbed possession under all such Leases, other than Leases in respect of all of which the "Mortgaged Property" (as defined failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilitiesaggregate, have a Material Adverse Effect.

Ownership of Properties. (a) Each of the Borrower and its Subsidiaries owns (i) has good and marketable title toto all real property owned by it (if any), or a (ii) holds interests as lessee under valid leasehold leases in or other enforceable interest in, full force and effect with respect to all properties and assets, material leased real and personalpersonal property used in connection with its business, tangible and intangible, of any nature whatsoever (including iii) owns or has valid rights to use patents, trade secrets, copyrights, trademarks, service marks, trade names, service marks know-how, computer software and copyrightsother similar assets (collectively, "Intellectual Property") purported sufficient to be ownedenable it to continue to conduct its business substantially as heretofore conducted and without any material infringement of the intellectual property rights of others, leased or held by it, free and clear (iv) has good title to all of all Liens, charges or claims its other properties and assets reflected in the most recent financial statements referred to in SECTION 5.11(a) (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2. (b) As sold or otherwise disposed of since the Closing Date, the Borrower owns and has good marketable title to a 100% interest date thereof in the Mortgaged Facilitiesordinary course of business), in each case under (i), (ii), (iii) and (iv) above free and clear of all Liens other than Permitted Liens. The Except as set forth on SCHEDULE 5.12(a), no claim of which the Borrower owns and (is aware has been asserted by any Person challenging or questioning the rights of the Borrower or any of its Subsidiaries to use any Intellectual Property or the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated validity of any Intellectual Property owned or used by the Security DocumentsBorrower or any of its Subsidiaries, nor does the Borrower know of any valid basis for any such claim. (b) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements thatSCHEDULE 5.12(b) lists, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") as of the Mortgaged Facilities free and clear Amendment Effective Date, all real property leasehold interests of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to Borrower and its Subsidiaries, indicating in each case the extent that is necessary for the current state of Operation identity of the Mortgaged Facilitieslessors, the nature of the leased premises and the address of the property. As of the Amendment Effective Date, neither the Borrower nor any of its Subsidiaries owns any fee interest in any real property.

Ownership of Properties. (a) Each of Borrower Except where the failure, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Parent and its Subsidiaries owns have good and marketable title to, or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or are licensed to use, all their material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarksexcept for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes. As of the Closing Date after giving effect to the initial extensions of credit hereunder, trade names, service marks and copyrights) purported to be owned, leased or held by it, all Mortgaged Properties are free and clear of all Liens, charges or claims except for exceptions listed in each title insurance policy insuring the Mortgages on such Mortgaged Properties. All of such other properties are free and clear of Liens, other than Permitted Liens. The property of Parent and its Subsidiaries, taken as a whole, (including infringement claims with respect to patentsi) is in sufficient operating order, trademarks, copyrights condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the like) except property which is required for the business and operations of Parent and its Subsidiaries as permitted pursuant to Section 7.2.2presently conducted. (b) As of the Closing Date, the Borrower owns Schedule 3.11(b) contains a true and has good marketable title to a 100% interest in the complete list of each parcel of Real Property (including each Mortgaged Facilities, free Property) and clear identifies whether such parcel is (i) owned by Parent or any of all Liens other than Permitted Liens. The Borrower owns its Subsidiaries and (ii) leased, subleased or otherwise occupied or utilized by Parent or any of its Subsidiaries, as lessee. (c) Parent and its Subsidiaries have complied with all obligations under all leases to which they are a party, except where the extent applicable) has good failure to comply could not reasonably be expected to have a Material Adverse Effect, and marketable title to all such leases are in full force and effect, except leases in respect of which the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported failure to be covered by the Security Documents in full force and effect could not reasonably be expected to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use Material Adverse Effect. Parent and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Parent and its Subsidiaries own, possess, are licensed or otherwise have the right to use, or could obtain ownership or possession of, on terms not materially adverse to them, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of their business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except in each case as specified on Schedule 3.11(e) or in the lease documents delivered to the Administrative Agent prior to the Closing Date. (f) None of Parent or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or material Destruction affecting all or any portion of its Property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (g) Parent and its Subsidiaries own or have rights to use all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only Collateral and all rights with respect to Permitted Liens) in each any of the foregoing cases used in, necessary for or material to their businesses as currently conducted. The use by each Loan Party with rights in such Collateral and all such rights with respect to the extent foregoing do not infringe on the rights of any Person other than such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has been and remains outstanding that is necessary for any of Parent’s or any of its Subsidiary’s use of any Collateral does or may violate the current state rights of Operation of any third party that could, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Properties. (a) Each of the Borrower and its Subsidiaries owns has good and marketable title to, or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarks, trade names, service marks except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and copyrights) purported assets for their intended purposes and except where the failure to have such title in the aggregate could not reasonably be owned, leased or held by it, expected to have a Material Adverse Effect. All such material properties and assets are free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2other than Permitted Liens. (b) As of the Closing Effective Date, Schedule 3.10(b) contains a true and complete list of each parcel of Real Property (i) owned by any Loan Party as of the date hereof and describes the type of interest therein held by such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, as of the date hereof and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (c) Each of the Borrower owns and its Subsidiaries has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of complied with all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect on the operation of could not reasonably be expected to have a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") Material Adverse Effect. Each of the Mortgaged Facilities free Borrower and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases which, individually or in the aggregate, are not material to Borrower and its Subsidiaries taken as a whole, and in respect of all which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Each of the "Mortgaged Property" (as defined in Borrower and its Subsidiaries owns, possesses, is licensed or otherwise has the relevant Mortgaged Facility Mortgage) (subject only right to Permitted Liens) in each of the foregoing cases use, or could obtain ownership or possession of, on terms not materially adverse to the extent that is it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported After giving effect to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights the Approved Plan and the like) except as permitted pursuant to Section 7.2.2. (b) As of Confirmation Order, and on the Closing Date, the Parent, the Borrower owns and has the Borrower’s Subsidiaries will have good marketable title to a 100% interest in the Mortgaged Facilitiestitle, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, to all of the Property and has obtained all licenses and permits required assets reflected in Superior Topco’s most recent consolidated financial statements provided to the Administrative Agent as owned by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights thatthe Parent, the absence Borrower and the Borrower’s Subsidiaries, excluding sales permitted by Section 6.13. (b) The Parent, the Borrower and each of whichthe Borrower’s Subsidiaries owns, would not have a material adverse effect on or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property used in and/or necessary to its business as currently conducted, and the operation of a Mortgaged Facility) for the Operation respective business of the Mortgaged Facilities Parent, the Borrower and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases Borrower’s Subsidiaries does not infringe in any material respect upon the rights of any other Person. Each Loan Party’s and each of the Borrower’s Subsidiaries’ rights thereto are not subject to any licensing agreement or similar arrangement (other than, for the avoidance of doubt, non-exclusive licensing agreements with respect to commercially available software) and each such registration and application is subsisting and, to the extent that is necessary for the current state of Operation knowledge of the Mortgaged FacilitiesParent and the Borrower, valid and enforceable. The Parent, the Borrower and the Borrower’s Subsidiaries have taken commercially reasonable actions to protect and maintain the security, integrity and continuous operation of their (i) material trade secrets and (ii) material software and systems (and the data stored therein or processed thereby), and there has been no breach, violation or unauthorized access to same, other than incidents that were resolved without material cost, liability or the duty to notify any Person.

Ownership of Properties. (a) Each Except for matters that would not have a Material Adverse Effect, each of Borrower and its Subsidiaries owns has (after giving effect to the Closing Transactions) good and marketable defensible title toto all of its material properties and assets purported to be owned by it, or a valid leasehold in or other enforceable interest inincluding, without limitation, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported assets reflected on the financial statements referred to be owned, leased or held by itin Section 5.4, free and clear of all Liens, charges encumbrances, or adverse claims (including infringement claims other than Permitted Encumbrances and of all impediments to the use of such properties and assets in such of Borrower and its Subsidiaries’ business, except that no representation or warranty is made with respect to patentsany oil, trademarksgas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each of Borrower and its Subsidiaries owns the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report and which are included in Engineered Value subject to Permitted Encumbrances. The ownership of such properties does not in the aggregate in any material respect obligate Borrower or any of its Subsidiaries consolidated financial statements provided to Administrative Agent as owned by Borrower and its Subsidiaries to bear the costs and expenses relating to the maintenance, copyrights development and operations of such properties in an amount materially in excess of the like) except as permitted working interest of such properties set forth in the Initial Engineering Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Section 7.2.2. 6.1(ix) and Section 6.1(x), the statements made in the preceding sentences of this Section shall be true with respect to such Engineering Report. Each of Borrower and its Subsidiaries possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (b) As or otherwise possesses the right to use such intellectual property without violation of the Closing Date, the Borrower owns rights of any other Person) which are necessary to carry out its business as presently conducted and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported as presently proposed to be covered by conducted hereafter, and none of Borrower or its Subsidiaries is in violation in any material respect of the Security Documents to terms under which it is a party free and clear possesses such intellectual property or the right to use such intellectual property, except with respect to such types of all Liens other property having an aggregate value of less than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities$6,000,000.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns has good and marketable defensible title to, or a valid leasehold in or other enforceable interest in, to all of its material properties and assetsassets reflected in Borrower's Form S-4 Registration Statement under the Securities Act of 1933 filed under Registration No. 333-87948 with the SEC on August 21, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it2002, free and clear of all Liens, charges encumbrances, or adverse claims (including infringement claims other than Permitted Encumbrances and of all impediments to the use of such properties and assets in such of Borrower and its Subsidiaries' business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each of Borrower and its Subsidiaries owns the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report and which are included in Engineered Value subject to Permitted Encumbrances. The ownership of such properties does not in the aggregate in any material respect obligate Borrower or any of its Subsidiaries consolidated financial statements provided to Administrative Agent as owned by Borrower and its Subsidiaries to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of such properties set forth in the Initial Engineering Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.1(x) and (xi), the statements made in the preceding sentences of this section shall be true with respect to such Engineering Report. Each of Borrower and its Subsidiaries possesses all licenses, permits, franchises, patents, trademarkscopyrights, copyrights trademarks and trade names, and other intellectual property (or otherwise possesses the like) except as permitted pursuant right to Section 7.2.2. (b) As use such intellectual property without violation of the Closing Date, the Borrower owns rights of any other Person) which are necessary to carry out its business as presently conducted and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported as presently proposed to be covered by conducted hereafter, and none of Borrower or its Subsidiaries is in violation in any material respect of the Security Documents to terms under which it is a party free and clear possesses such intellectual property or the right to use such intellectual property, except with respect to such types of all Liens other property having an aggregate value of less than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities$4,000,000.

Ownership of Properties. (a) Each of the Borrower and its Subsidiaries owns has good and marketable title to, or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarks, trade names, service marks except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and copyrights) purported assets for their intended purposes and except where the failure to have such title in the aggregate could not reasonably be owned, leased or held by it, expected to have a Material Adverse Effect. All such material properties and assets are free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2other than Permitted Liens. (b) As of the Closing Effective Date, Schedule 3.10(b) contains a true and complete list of each parcel of Real Property (i) owned by any Loan Party as of the date hereof and describes the type of interest therein held by such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, as of the date hereof and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (c) Each of the Borrower owns and its Subsidiaries has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of complied with all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect on the operation of could not reasonably be expected to have a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") Material Adverse Effect. Each of the Mortgaged Facilities free Borrower and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases which, individually or in the aggregate, are not material to Borrower and its Subsidiaries taken as a whole, and in respect of all which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Each of the "Mortgaged Property" (as defined in Borrower and its Subsidiaries owns, possesses, is licensed or otherwise has the relevant Mortgaged Facility Mortgage) (subject only right to Permitted Liens) in each of the foregoing cases use, or could obtain ownership or possession of, on terms not materially adverse to the extent that is it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) As of the Effective Date, none of the Borrower or its Subsidiaries has received any written notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged FacilitiesProperties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Effective Date. (f) None of the Borrower or its Subsidiaries is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Ownership of Properties. (a) Each of Borrower Except where the failure, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Parent and its Subsidiaries owns have good and marketable title to, or a valid leasehold in interests in, or easements or other enforceable interest property interests in, or are licensed to use, all their material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarksexcept for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes. As of the Closing Date after giving effect to the initial extensions of credit hereunder, trade names, service marks and copyrights) purported to be owned, leased or held by it, all Mortgaged Properties are free and clear of all Liens, charges or claims except for Permitted Liens and those items listed on Schedule B of the lender’s title insurance policy issued by the Title Company. All of such other properties are free and clear of Liens, other than Permitted Liens. The property of Parent and its Subsidiaries, taken as a whole, (including infringement claims with respect to patentsi) is in sufficient operating order, trademarkscondition and repair (ordinary wear and tear excepted), copyrights and (ii) constitutes all the like) except property which is required for the business and operations of Parent and its Subsidiaries as permitted pursuant to Section 7.2.2presently conducted. (b) As of the Closing Date, the Borrower owns Schedule 3.11(b) contains a true and has good marketable title to a 100% interest in the complete list of each parcel of Real Property (including each Mortgaged Facilities, free Property) and clear identifies whether such parcel is (i) owned by Parent or any of all Liens other than Permitted Liens. The Borrower owns its Subsidiaries and (ii) leased, subleased or otherwise occupied or utilized by Parent or any of its Subsidiaries, as lessee. (c) Parent and its Subsidiaries have complied with all obligations under all leases to which they are a party, except where the extent applicable) has good failure to comply could not reasonably be expected to have a Material Adverse Effect, and marketable title to all such leases are in full force and effect, except leases in respect of which the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported failure to be covered by the Security Documents in full force and effect could not reasonably be expected to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use Material Adverse Effect. Parent and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Parent and its Subsidiaries own, possess, are licensed or otherwise have the right to use, or could obtain ownership or possession of, on terms not materially adverse to them, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of their business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except in each case as specified on Schedule 3.11(e) or in the lease documents delivered to the Administrative Agent prior to the Closing Date. (f) None of Parent or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or material Destruction affecting all or any portion of its Property, except as could not reasonably be expected to have a Material Adverse Effect. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (g) Parent and its Subsidiaries own or have rights to use all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only Collateral and all rights with respect to Permitted Liens) in each any of the foregoing cases used in, necessary for or material to their businesses as currently conducted, except as could not reasonably be expected to have a Material Adverse Effect. The use by each Loan Party with rights in such Collateral and all such rights with respect to the extent foregoing do not infringe on the rights of any Person other than such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has been and remains outstanding that is necessary for any of Parent’s or any of its Subsidiary’s use of any Collateral does or may violate the current state rights of Operation of any third party that could, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and Purchased Entity is the like) except as permitted pursuant to Section 7.2.2. (b) As lawful owner of the Closing DateProperties set forth opposite its name on Exhibit B, the Borrower owns and has good marketable insurable fee simple title to a 100% interest in the Mortgaged Facilitiessuch Property, free and clear of all Liens other than the Permitted Liens. Encumbrances. (b) The Borrower owns Market Place Seller is the lawful owner of the Market Place Property and (to the extent applicable) has good and marketable insurable fee simple title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents to which it is a party Market Place Property, free and clear of all Liens other than the Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and Encumbrances. (c) Each Seller Party has made available to any and all easements (except for easements Purchaser copies that, to the absence Knowledge of whichthe Seller Parties, would not have a are true, correct and complete in all material adverse effect respects of all existing title policies and the most recent surveys relating to the Properties in the possession of such Seller Party as of the date hereof. Except as set forth on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation"Section 3.04(c) of the Mortgaged Facilities free Disclosure Schedules, neither any Seller Party nor any Purchased Entity has, nor and clear to the Knowledge of the Seller Entities, no other Person has, entered into any easements, rights of way, non-monetary encumbrances, covenants, restrictions, obligation and liabilities, in each case that would be material, with respect to the Properties since the date of the existing title policies made available to Purchaser in the Data-Room. (d) Neither any Seller Party nor any Purchased Entity has received (i) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Properties or that is necessary to permit the lawful use and operation of all Liens utilities, parking areas, retention ponds, driveways, roads and other than Permitted Liensmeans of egress and ingress to and from any of the Properties is not in full force and effect as of the date of this Agreement (or of any pending written threat of modification or cancellation of any of same), and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements such failures to be in full force and access rights thateffect that would not reasonably be expected to have a Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the absence of Properties which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the operation of a Mortgaged FacilityMaterial Adverse Effect. (e) for the Operation Each of the Mortgaged Facilities Properties is managed by Inland Diversified Real Estate Services LLC as of the date of this Agreement. Section 3.04(e) of the Disclosure Schedules sets forth a true, correct and enjoys peaceful and undisturbed possession complete list of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only management agreements with respect to Permitted Liens) in each any of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged FacilitiesProperties.

Ownership of Properties. (a) Each of The Borrower and its Subsidiaries owns (i) has a good and marketable title tovalid fee ownership interest in the Sites (except for the Leased Premises), or (ii) has a good and valid leasehold interest in or other enforceable interest in, all properties the Leased Premises and assets, real (iii) has good and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and valid easements necessary for the like) except as permitted natural gas transmission pipeline that was constructed pursuant to Section 7.2.2the Pipeline Construction Agreement. (b) As The Borrower has a good and valid ownership interest, leasehold interest, license interest or other right of use in all other property and assets (tangible and intangible) included in the Collateral relating to assets of or equity in the Borrower under each Security Document. Such ownership interests, leasehold interest, license interest or other rights of use are and will be sufficient to permit operation of the Closing DatePlants, substantially in accordance with the Project Documents. To the knowledge of Borrower, none of said properties or assets of or equity in the Borrower are subject to any other claims of any Person, including any easements, rights of way or similar agreements affecting the use or occupancy of the Project or the Sites, except for Permitted Liens. (c) All Equity Interests in the Borrower are owned by the Pledgor (except for the Equity Interests in the Borrower held by its Independent Member). (d) The properties and assets of the Borrower are separately identifiable and are not commingled with the properties and assets of any other Person and are readily distinguishable from the property and assets of other Persons. (e) The Borrower does not have any leasehold interest in, and is not lessee of, any real property other than the Leased Premises or other leasehold interests acquired by the Borrower with the prior written approval of the Administrative Agent. (f) There are no easements, rights of way or similar agreements affecting the use or occupancy of the Project, the Borrower owns and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens Plants or any Site other than Permitted Liens. . (g) The Borrower owns and (has not provided any consent pursuant to Section 3 of the Huron Ground Lease to the extent applicable) has good and marketable title to creation of any Lien on the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be Leased Premises covered by such lease. To the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements thatBorrower’s knowledge, the absence of which, would lessor under the Huron Ground Lease has not have a material adverse effect created any Liens on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required Leased Premises covered by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilitiessuch lease.

Ownership of Properties. (a) Each of The Borrower and its Subsidiaries owns (i) has a good and marketable title tovalid fee ownership interest in the Sites (except for the Leased Premises), or (ii) has a good and valid leasehold interest in or other enforceable interest in, all properties the Leased Premises and assets, real (iii) has good and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and valid easements necessary for the like) except as permitted natural gas transmission pipeline that was constructed pursuant to Section 7.2.2the Pipeline Construction Agreement. (b) As The Borrower has a good and valid ownership interest, leasehold interest, license interest or other right of use in all other property and assets (tangible and intangible) included in the Collateral relating to assets of or equity in the Borrower under each Security Document that has been executed as of the Closing Datedate this representation is made or deemed repeated. Such ownership interests, leasehold interest, license interest or other rights of use are and will be, together with any other assets or interests contemplated to be acquired pursuant to the Construction Budget, sufficient to permit construction and operation of the Aberdeen II Plant and operation of the Existing Plants, substantially in accordance with the Project Documents. To the knowledge of Borrower, none of said properties or assets of or equity in the Borrower are subject to any other claims of any Person, including any easements, rights of way or similar agreements affecting the use or occupancy of the Project or the Sites, except for Permitted Liens. (c) All Equity Interests in the Borrower are owned by the Pledgors. (d) The properties and assets of the Borrower are separately identifiable and are not commingled with the properties and assets of any other Person and are readily distinguishable from the property and assets of other Persons. (e) The Borrower does not have any leasehold interest in, and is not lessee of, any real property other than the Leased Premises or other leasehold interests acquired by the Borrower with the prior written approval of the Administrative Agent. (f) There are no easements, rights of way or similar agreements affecting the use or occupancy of the Project, the Borrower owns and has good marketable title to a 100% interest in Existing Plants, the Mortgaged Facilities, free and clear of all Liens Aberdeen II Plant or any Site other than Permitted Liens. . (g) The Borrower owns and (has not provided any consent pursuant to Section 3 of the Huron Ground Lease to the extent applicable) has good and marketable title to creation of any Lien on the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be Leased Premises covered by such lease. To the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements thatBorrower’s knowledge, the absence of which, would lessor under the Huron Ground Lease has not have a material adverse effect created any Liens on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required Leased Premises covered by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilitiessuch lease.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2. (b) As of the Closing Effective Date, the Borrower owns and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities.

Ownership of Properties. (a) Each As of the Closing Date and as of the date of each Credit Event (subject to transfers and dispositions of property permitted under Section 6.05), Borrower and each of its Subsidiaries owns has good and marketable valid title to, or a valid leasehold in or other enforceable interest in, (or, in the case of Intellectual Property, a valid license to) all properties and assetsof its Property material to its business (other than minor irregularities or deficiencies in title which, real and personalindividually or in the aggregate, tangible and intangiblecould not reasonably be expected to have a Material Adverse Effect), of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, in each case free and clear of all Liens except Permitted Liens. The Property of Borrower and its Subsidiaries, charges or claims taken as a whole, is in good operating order, condition and repair (including infringement claims with respect to patents, trademarks, copyrights ordinary wear and the like) except as permitted pursuant to Section 7.2.2tear excepted). (b) As With respect to each Mortgaged Property and each Real Property owned by Borrower and the Subsidiaries listed on Schedule 3.11(b), as of the Closing Date, each of Borrower or the Borrower owns applicable Subsidiary has (i) good and has good marketable fee title to thereto, all of which are listed on Schedule 3.11(b) under the heading "Fee Properties" (each, a 100% interest "FEE PROPERTY"), (ii) except as could not, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect, valid and enforceable leasehold interests in the leasehold estates in all of the real property leased by it that is used in the operations, or the business, of the Loan Parties and their Subsidiaries, which leased real property is listed on Schedule 3.11(b) under the heading "Leased Properties" (each, a "LEASED PROPERTY") and (iii) good and valid and enforceable rights to use the other real property in all material respects, including material easements, licenses, rights to access, rights-of-way and other real property interests, that are used in the operations of the Loan Parties and their subsidiaries, as listed on Schedule 3.11(b) under the heading "Other Real Property" (each an "OTHER REAL PROPERTY"), in each case, free and clear of all Liens other than of any nature whatsoever, except Permitted LiensEncumbrances. The Borrower owns and (to Fee Properties, the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities Leased Properties and the after-acquired property Other Real Property constitute, as of the Closing Date, all of the material Real Property owned in fee or leased by Borrower and any of its Subsidiaries and used or held for use by Borrower and any of its Subsidiaries. No Loan Party has received notice of pending condemnation or similar proceedings affecting any of the Real Property and, to each Loan Party's knowledge, no such action is currently contemplated or threatened, except, in each case, with respect to Leased Property only, as could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Security DocumentsSecretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (c) purported to be covered by the Security Documents Borrower and each of its Subsidiaries have complied with all obligations under all Leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of party, except where the failure to comply could not reasonably be expected to have a valid and subsisting estate in and to any Material Adverse Effect, and all easements (such Leases are in full force and effect, except for easements that, those in respect of which the absence of which, would failure to be in full force and effect could not reasonably be expected to have a material adverse effect on the operation Material Adverse Effect. Borrower and each of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys its Subsidiaries enjoy peaceful and undisturbed possession under all such Leases, other than Leases in respect of all which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (d) None of the "Mortgaged Property" (Borrower or any of its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Real Property or any interest therein, except, with respect to Leased Property only, as defined could not individually or in the relevant Mortgaged Facility Mortgage) (subject only aggregate reasonably be expected to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilitieshave a Material Adverse Effect.

Ownership of Properties. (a) Each of Borrower Loan Party and its Subsidiaries owns has good and marketable title toto (or other similar title in jurisdictions outside the United States), or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarks, trade names, service marks and copyrights) purported except where the failure to have such title in the aggregate could not reasonably be owned, leased or held by it, expected to have a Material Adverse Effect. All Mortgaged Properties are free and clear of all Liens, charges or claims (including infringement claims with respect to patentsexcept for Prior Liens and all of such other properties are free and clear of Liens, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2other than Permitted Liens. (b) As of the Closing Datedate of this Agreement, Schedule 3.10(b) contains and will contain a true and complete list of each parcel of Real Property (i) owned by any Loan Party as of the Borrower owns date of this Agreement and has good marketable title to a 100% describes the type of interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns therein held by such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, as of the date of this Agreement and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the extent applicabletransactions contemplated hereby. (c) Each of Holdings and its Subsidiaries has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents complied with all obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted LiensMaterial Adverse Effect, and has obtained all licenses such leases are in full force and permits required by applicable Requirements effect, except leases in respect of Law which the failure to be in full force and all easements and access rights necessary (except for easements and access rights that, the absence of which, would effect could not reasonably be expected to have a material adverse effect on the operation Material Adverse Effect. Each of a Mortgaged Facility) for the Operation of the Mortgaged Facilities Holdings and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of all of which the "Mortgaged Property" (as defined failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the relevant Mortgaged Facility Mortgageaggregate, have a Material Adverse Effect. (d) (subject only to Permitted Liens) in Each of Holdings and each of its Subsidiaries owns, possesses, is licensed or otherwise has the foregoing cases right to the extent that is use, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) As of the date of this Agreement, neither Holdings nor any of its Subsidiaries has received any written notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged FacilitiesProperties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Restatement Date. (f) Neither Holdings nor any of its Subsidiaries is obligated on the Restatement Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. (g) As of the date of this Agreement, no Loan Party or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or Destruction affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

Ownership of Properties. (a) Each of Borrower Loan Party and its Subsidiaries owns has good and marketable title toto (or other similar title in jurisdictions outside the United States of America), or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarks, trade names, service marks and copyrights) purported except where the failure to have such title in the aggregate could not reasonably be owned, leased or held by it, expected to have a Material Adverse Effect. All Mortgaged Properties are free and clear of all Liens, charges or claims (including infringement claims with respect to patentsexcept for Prior Liens and all of such other properties are free and clear of Liens, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2other than Permitted Liens. (b) As of the Closing Datedate of this Agreement, Schedule 3.11(b) contains and will contain a true and complete list of each parcel of Real Property (i) owned by any Loan Party as of the Borrower owns date of this Agreement and has good marketable title to a 100% describes the type of interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns therein held by such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, as of the date of this Agreement and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the extent applicableTransactions. (c) Each of Holdings and its Subsidiaries has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents complied with all obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted LiensMaterial Adverse Effect, and has obtained all licenses such leases are in full force and permits required by applicable Requirements effect, except leases in respect of Law which the failure to be in full force and all easements and access rights necessary (except for easements and access rights that, the absence of which, would effect could not reasonably be expected to have a material adverse effect on the operation Material Adverse Effect. Each of a Mortgaged Facility) for the Operation of the Mortgaged Facilities Holdings and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of all of which the "Mortgaged Property" (as defined failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the relevant Mortgaged Facility Mortgageaggregate, have a Material Adverse Effect. (d) (subject only to Permitted Liens) in Each of Holdings and each of its Subsidiaries owns, possesses, is licensed or otherwise has the foregoing cases right to the extent that is use, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) As of the date of this Agreement, neither Holdings nor any of its Subsidiaries has received any written notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged FacilitiesProperties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Restatement Effective Date. (f) Neither Holdings nor any of its Subsidiaries is obligated on the Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. (g) As of the date of this Agreement, no Loan Party or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or Destruction affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04.

Ownership of Properties. (aA) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be The Properties are the only material Properties owned, leased used or held by itoccupied in relation to the Transferring Business or in which the Companies or, free and clear in relation to the US Business, members of all Liensthe Vendor's Group have any estate, charges interest, right or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2liability. (bB) As In relation to each of the Closing Date, Properties:- (i) the Borrower owns company named in SCHEDULE 9 (Properties) as its owner is solely legally and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and (beneficially entitled to the extent applicable) Property and has good and marketable title to it; (ii) the Collateral company named in SCHEDULE 9 (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security DocumentsProperties) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and as its owner has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of under its control all of the "Mortgaged title deeds necessary to prove its title to the Property" ; (iii) the company named in SCHEDULE 9 (Properties) as defined its owner holds the Property subject to the Lettings but is otherwise in physical possession and exclusive occupation of the Property; (iv) there are no liens, mortgages, charges, encumbrances or third party rights of any kind whatsoever affecting the Property; (v) there are no agreements for sale, agreements for lease, estate contracts, options or rights of pre-emption affecting the Property; (vi) there is no outstanding written notice alleging breach of any covenants, restrictions and other encumbrances affecting the Property; (vii) the Property is not subject to the payment of any outgoings other than rates, water rates (and in the relevant Mortgaged Facility Mortgagecase of leasehold the rents and other sums reserved by the Lease) all of which due to date have been paid; (subject only viii) there is no action, claim, proceeding, demand or dispute in respect of the Property or its use; (ix) so far as the Vendor is aware, the current use of the Property is the permitted or lawful use under town and country planning, zoning or equivalent legislation and no material breach of such legislation has been committed nor has any notice of breach of such legislation been received which remains undischarged; (x) the company named in SCHEDULE 9 (Properties) as its owner has complied in all material respects with its repairing obligations under the Leases. (C) In relation to Permitted Liens) in each of the foregoing cases Properties referred to in SCHEDULE 9 (Properties) which is leasehold: (i) the Property is held under the terms of the lease briefly referred to in SCHEDULE 9 (Properties) and no licences or collateral assurances, undertakings or concessions have been granted outside the usual course of business; (ii) the owner referred to in SCHEDULE 9 (Properties) has not defaulted in the payment of rent due and payable under the terms of the Lease. (D) The information provided by the Vendor in replies to enquiries relating to the extent that Bedford Property (copies of which are annexed to the Disclosure Letter) is necessary for the current state of Operation of the Mortgaged Facilitiestrue and accurate in all material respects.

Ownership of Properties. (a) Each The Parent and each of Borrower and its Subsidiaries owns (i) in the case of owned real property, good and marketable fee title to (or easements or other limited property interests in), and (ii) in the case of owned personal property, good and valid title to, or, in the case of leased or a licensed real or personal property, valid and enforceable leasehold in interests or other enforceable interest license rights (as the case may be) in, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by itwhatsoever, free and clear in each case of all Liens or claims, except for Permitted Liens, charges or claims (including infringement claims and except where the failure to do so with respect to patentsany such property could not reasonably be expected to interfere in any material respect with the value or use of such property. Each Obligor has paid or discharged, trademarksand has caused each Subsidiary to pay and discharge, copyrights and the like) except as permitted pursuant to Section 7.2.2. (b) As of all lawful claims arising after the Closing DateDate which, if unpaid, could reasonably be expected to interfere in any material respect with the Borrower owns and has good marketable title to value or use of such property or become a 100% interest in the Mortgaged FacilitiesLien against any properties of such Obligor that is not permitted by this Agreement, free and clear of all Liens other than Permitted Liens. The Borrower owns and (except to the extent applicablesuch claim is being (in the sole discretion of the Administrative Agent) has good and marketable title properly contested, or except otherwise expressly provided in the DIP Orders. The Liens granted to the Collateral (other than Agent pursuant to the Mortgaged Facilities and Collateral Documents and/or the after-acquired property contemplated Interim and/or Final Order are first priority Liens, subject only to those Liens that are expressly permitted by the Security Documents) purported to be covered by the Security Documents terms of this Agreement. The Parent and each of its Subsidiaries has complied with all obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted LiensMaterial Adverse Effect, and has obtained all licenses such leases are in full force and permits required by applicable Requirements effect, except leases in respect of Law which the failure to be in full force and all easements effect could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Parent and access rights necessary (except for easements and access rights that, the absence each of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of all which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the "Parent, the Borrower or any Subsidiary has received any notice of any pending or contemplated condemnation proceeding affecting any Mortgaged Property" (as defined Property or any sale or disposition thereof in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each lieu of condemnation that remains unresolved. None of the foregoing cases Parent, the Borrower or any Subsidiary is obligated under any right of first refusal, option or other contractual right to the extent that is necessary for the current state directly or indirectly sell, assign or otherwise dispose of Operation any Mortgaged Property or any interest therein, except as permitted under Section 8.10 of the Mortgaged Facilitiesthis Agreement.

Ownership of Properties. (a) Each of the Borrower and its Restricted Subsidiaries owns has good and marketable title toto (or other similar title in jurisdictions outside the United States of America), or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever its material Properties (including patentsall Mortgaged Properties) except for minor defects in title that, trademarksindividually or in the aggregate, trade names, service marks and copyrights) purported do not interfere with its ability to be owned, leased conduct its business as currently conducted at such Property or held by it, to utilize each Property for its intended purpose. All such Properties are free and clear of all Liens, charges or claims other than Permitted Liens. The property of the Borrower and its Restricted Subsidiaries, taken as a whole, (including infringement claims i) is in good operating order, condition and repair (ordinary wear and tear and casualty and condemnation excepted) in all material respects and (ii) except as could not reasonably be expected to have a Material Adverse Effect, constitutes all the property which is required for the business and operations of the Borrower and its Restricted Subsidiaries as presently conducted. The use by each of the Borrower and its Restricted Subsidiaries of their material Properties and all their respective rights with respect to patentsthe foregoing do not infringe on the rights of any Person, trademarksexcept such infringements that, copyrights individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim has been made and remains outstanding that any of the like) Borrower’s or any of its Restricted Subsidiaries’ use of any of their respective Properties violates the rights of any third party which could reasonably be expected to have a Material Adverse Effect. As of the Effective Date, except as permitted pursuant set forth on Schedule 3.10(a), no Loan Party is obligated under, or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any material Properties. The representations and warranties set forth in this Section 7.2.23.10(a) shall not apply to Intellectual Property, the representations and warranties of which are addressed separately in Section 3.11. (b) As of the Closing Effective Date, Schedule 3.10(b) contains a true and complete list of each parcel of Real Property (i) owned by any Loan Party with a fair market value in excess of $500,000 as of the date hereof and describes the type of interest therein held by such Loan Party and (ii) leased, subleased or otherwise occupied or utilized by any Loan Party, as lessee, where the aggregate annual rent, as of the Effective Date, with respect to such Property is in excess of $100,000 (the “Leased Real Property”), as of the date hereof and describes the type of interest therein held by such Loan Party. (c) As of the Effective Date, each of the Borrower owns and its Restricted Subsidiaries has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of complied with all Liens other than Permitted Liens. The Borrower owns and (obligations under all leases with respect to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents Leased Real Property to which it is a party, and all such leases are in full force and effect, and no default by any Loan Party party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in to such leases (and to the knowledge of the applicable Loan Party, by any other party thereto) exists, except such noncompliance, failure to be in full force and all easements (except for easements that, the absence of which, would effect and defaults which could not reasonably be expected to have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") Material Adverse Effect. As of the Mortgaged Facilities free and clear of all Liens other than Permitted LiensEffective Date, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation each of the Mortgaged Facilities Borrower and its Restricted Subsidiaries enjoys in all material respects peaceful and undisturbed possession of under all such leases. (d) As of the "Mortgaged Property" (Effective Date, no Loan Party or any of its respective Restricted Subsidiaries has received any written notice of, or has any actual knowledge of, any pending or contemplated Taking affecting all or any portion of its Property or any sale or disposition thereof in lieu of a Taking that remains unresolved as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent Effective Date. No Mortgage encumbers improved Real Property that is necessary for located in an area that is designated a “flood hazard area” in any Flood Insurance Rate Map published by the current state Federal Emergency Management Agency (or any successor agency) unless flood insurance available under the National Flood Insurance Act of Operation of the Mortgaged Facilities1968 has been obtained in accordance with Section 5.04.

Ownership of Properties. (a) Each of the Borrower and its Subsidiaries owns has good and marketable legal fee simple title toto (or other similar legal title in jurisdictions outside the United States of America), or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or is licensed to use, all its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarksexcept for defects in title (or such other rights as referenced above, trade namesas applicable) that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title (or such other rights as referenced above, service marks as applicable) in the aggregate could not reasonably be expected to have a Material Adverse Effect. All such material properties and copyrights) purported to be owned, leased or held by it, assets are free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2other than Permitted Liens. (b) As of the Closing Effective Date, Schedule 3.13(b) contains and will contain a true and complete list of each parcel of Real Property (i) owned in fee by any Loan Party as of the date hereof and describes the type of interest therein held by such Loan Party and (ii) leased, subleased or otherwise occupied by any Loan Party, as lessee, as of the date hereof and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (c) Each of the Borrower owns and its Subsidiaries has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of complied with all Liens other than Permitted Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to be covered by the Security Documents obligations under all leases to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and party, except where the failure to any and all easements (except for easements that, the absence of which, comply would not have a material adverse Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect on the operation of could not reasonably be expected to have a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") Material Adverse Effect. Each of the Mortgaged Facilities free Borrower and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of all which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Each of the "Mortgaged Property" (as defined in Borrower and its Subsidiaries owns, possesses, is licensed or otherwise has the relevant Mortgaged Facility Mortgage) (subject only right to Permitted Liens) in each of the foregoing cases use, or could obtain ownership or possession of, on terms not materially adverse to the extent that is it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the current state present conduct of Operation its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) As of the Effective Date, no Loan Party or any of its respective Subsidiaries has received any written notice of any actual pending or threatened condemnation proceeding affecting any of the Mortgaged FacilitiesProperties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Effective Date. (f) Neither the Borrower nor any of its Subsidiaries is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Ownership of Properties. (a) Each of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and Purchased Entity is the like) except as permitted pursuant to Section 7.2.2. (b) As lawful owner of the Closing DateProperties set forth opposite its name on Exhibit B, the Borrower owns and has good marketable insurable fee simple title to a 100% interest in the Mortgaged Facilitiessuch Property, free and clear of all Liens other than the Permitted Liens. Encumbrances. (b) The Borrower owns and (Seller has made available to Purchaser copies that, to the extent applicable) has good Knowledge of the Seller, are true, correct and marketable complete in all material respects of all existing title policies and the most recent surveys relating to the Collateral (other than Properties in the Mortgaged Facilities and possession of the after-acquired property contemplated by Seller as of the Security Documents) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liensdate hereof. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect Except as set forth on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation"Section 3.04(b) of the Mortgaged Facilities free Disclosure Schedules, neither the Seller nor any Purchased Entity has, and clear to the Knowledge of the Seller, no other Person has, entered into any easements, rights of way, non-monetary encumbrances, covenants, restrictions, obligation and liabilities, in each case that would be material, with respect to the Properties since the date of the existing title policies made available to Purchaser in the Data-Room. (c) Neither the Seller nor any Purchased Entity has received (i) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Properties or that is necessary to permit the lawful use and operation of all Liens utilities, parking areas, retention ponds, driveways, roads and other than Permitted Liensmeans of egress and ingress to and from any of the Properties is not in full force and effect as of the date of this Agreement (or of any pending written threat of modification or cancellation of any of same), and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements such failures to be in full force and access rights thateffect that would not reasonably be expected to have a Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the absence of Properties which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the operation of a Mortgaged FacilityMaterial Adverse Effect. (d) for the Operation Each of the Mortgaged Facilities Properties is managed by Inland Diversified Real Estate Services LLC as of the date of this Agreement. Section 3.04(d) of the Disclosure Schedules sets forth a true, correct and enjoys peaceful and undisturbed possession complete list of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only management agreements with respect to Permitted Liens) in each any of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged FacilitiesProperties.

Ownership of Properties. (a) Each of Borrower Except where the failure, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Parent and its Subsidiaries owns have good and marketable title to, or a valid leasehold in interests in, or easements or other enforceable interest limited property interests in, or are licensed to use, all their material properties and assets, real and personal, tangible and intangible, of any nature whatsoever assets (including patentsall Mortgaged Properties), trademarksexcept for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes. As of the Closing Date after giving effect to the initial extensions of credit hereunder, trade names, service marks and copyrights) purported to be owned, leased or held by it, all Mortgaged Properties are free and clear of all Liens, charges or claims except for Permitted Liens and those items listed on Schedule B of the lender’s title insurance policy issued by the Title Company. All of such other properties are free and clear of Liens, other than Permitted Liens. The property of Parent and its Subsidiaries, taken as a whole, (including infringement claims with respect to patentsi) is in sufficient operating order, trademarks, copyrights condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the like) except property which is required for the business and operations of Parent and its Subsidiaries as permitted pursuant to Section 7.2.2presently conducted. (b) As of the Closing Date, the Borrower owns Schedule 3.11(b) contains a true and has good marketable title to a 100% interest in the complete list of each parcel of Real Property (including each Mortgaged Facilities, free Property) and clear identifies whether such parcel is (i) owned by Parent or any of all Liens other than Permitted Liens. The Borrower owns its Subsidiaries and (ii) leased, subleased or otherwise occupied or utilized by Parent or any of its Subsidiaries, as lessee. (c) Parent and its Subsidiaries have complied with all obligations under all leases to which they are a party, except where the extent applicable) has good failure to comply could not reasonably be expected to have a Material Adverse Effect, and marketable title to all such leases are in full force and effect, except leases in respect of which the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported failure to be covered by the Security Documents in full force and effect could not reasonably be expected to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use Material Adverse Effect. Parent and financing (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (d) Parent and its Subsidiaries own, possess, are licensed or otherwise have the right to use, or could obtain ownership or possession of, on terms not materially adverse to them, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of their business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except in each case as specified on Schedule 3.11(e) or in the lease documents delivered to the Administrative Agent prior to the Closing Date. (f) None of Parent or any of its Subsidiaries has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Taking or material Destruction affecting all or any portion of its Property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (g) Parent and its Subsidiaries own or have rights to use all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only Collateral and all rights with respect to Permitted Liens) in each any of the foregoing cases used in, necessary for or material to their businesses as currently conducted. The use by each Loan Party with rights in such Collateral and all such rights with respect to the extent foregoing do not infringe on the rights of any Person other than such infringement which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Borrower’s knowledge, no claim has been and remains outstanding that is necessary for any of Parent’s or any of its Subsidiary’s use of any Collateral does or may violate the current state rights of Operation of any third party that could, individually or in the Mortgaged Facilitiesaggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Properties. (a) Each Purchased Entity owns the Properties set forth opposite its name on Exhibit C, subject only to Permitted Encumbrances. The Seller Parties have made available to Purchaser copies that, to the Knowledge of Borrower the Seller Parties, are true, correct and its Subsidiaries owns good and marketable title to, or a valid leasehold complete in or other enforceable interest in, all properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear material respects of all LiensExisting Policies and Existing Surveys in the Seller Parties possession as of the date hereof. There are no pending Bankruptcy proceedings involving any Purchased Entity in which such Purchased Entity is a debtor. Except as set forth on Schedule 3.5(a), charges there are no Properties under development or claims (including infringement claims construction projects for which the related Purchased Entity has any obligation to pay for or reimburse the Tenant in accordance with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2Lease. (b) As Schedule 3.5(b) sets forth all ground leases (“Ground Leases”) and the Properties subject thereto, pursuant to which a Purchased Entity is a tenant. True and correct copies of the Closing DateGround Leases (together with all amendments thereto) have been made available to Purchaser in the Data-Room. The Ground Leases are valid, legal and binding obligations of the Purchased Entity thereto and are enforceable in accordance with their respective terms against such Purchased Entity and, to the Knowledge of the Seller Parties, the Borrower owns and other parties thereto. During the twenty-four (24) month period prior to the date hereof, no Purchased Entity has good marketable title delivered or received any written notice of default or termination under any Ground Lease that remains uncured, and, to the Knowledge of the Seller Parties, no event has occurred which, with notice or lapse of time or both, would constitute a 100% interest material default under any Ground Lease. No purchase option or extension option has been exercised under any Ground Lease, other than such options whose exercise has been evidenced by a written documents a copy of which have been made available in the Mortgaged Facilities, free and clear of all Liens other than Permitted Liens. The Borrower owns and Data-Room. (c) Immediately prior to the extent applicable) has good and marketable title Closing, after giving effect to the Collateral (other than Restructuring, the Mortgaged Facilities and the after-acquired property contemplated by the Security Documents) purported to Purchased Entities will not be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate in and to any and all easements (except for easements thatmanagement, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary license or other agreement for the ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") management of the Mortgaged Facilities free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys peaceful and undisturbed possession of all of the "Mortgaged operations conducted at any Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities.

Ownership of Properties. (a) Each of The Borrower and each of its ----------------------- Subsidiaries owns (i) in the case of owned real property (other than unpatented mining claims), good and marketable fee title to, and (ii) in the case of owned personal property, good and valid title to, or a in the case of leased real or personal property, valid and enforceable leasehold in or other enforceable interest interests (as the case may be) in, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by itwhatsoever, free and clear in each case of all Liens or claims, except for Permitted Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2. (bi) As Subject to the paramount title of the Closing DateUnited States, the matters described in Item 6.9(b) of the Disclosure Schedule, the existence of overlaps ----------- between unpatented claims and the rights of the United States and third parties to use the surface of unpatented mining claims under applicable laws, so long as such overlaps and rights do not interfere with the Borrower's use or development of such unpatented mining claims, (A) all unpatented mining claims material to the development and completion of any Mine or otherwise material to the Borrower owns and has good marketable title to a 100% interest (including the unpatented mining claims described in the Mortgaged Facilitieslegal opinion referred to in clause (c) of Section 5.1.17) (the "Key Unpatented Claims") have been ---------- --------------- --------------------- properly located and monumented; (B) location notices and certificates have been properly posted and properly filed and recorded for each of the Key Unpatented Claims, free including in the official records of the county in which such Key Unpatented Claim is situated and clear the authorized office of the Bureau of Land Management in accordance with applicable law (and all Liens other than Permitted Liens. The Borrower owns fees and charges payable in respect thereof have been properly and timely paid); (C) all filings and recordings required to maintain the Key Unpatented Claims in good standing through the date that this representation and warranty is being made, including evidence of proper performance of annual assessment work or payment of required claim maintenance fees, have been timely and properly made in all appropriate governmental offices; (D) assessment work, performed reasonably and in good faith in accordance with accepted industry practice, has been performed through the assessment year ending on the September 1, 1992; and (E) all required annual claim maintenance fees and other payments necessary to maintain the Key Unpatented Claims through the assessment year ending on the immediately succeeding September 1 in accordance with applicable law have been timely and properly made (and all affidavits and other filings required by applicable state law for each such assessment year have been properly and timely made). (ii) Subject to the extent applicable) has good paramount title of the United States, the existence of overlaps between unpatented claims and marketable title the rights of the United States and third parties to use the surface of unpatented mining claims under applicable laws, so long as such overlaps and rights do not interfere with the Borrower's use or development of such unpatented mining claims, to the Collateral Borrower's knowledge (A) all unpatented mining claims other than the Mortgaged Facilities Key Unpatented Claims (the "Additional Claims") have been properly located and monumented; (B) location ------------------ notices and certificates have been properly posted and properly filed and recorded for each of the Additional Claims, including in the official records of the county in which such Additional Claim is situated and the after-acquired property contemplated by authorized office of the Security Documents) purported to be covered by the Security Documents to which it is a party free and clear Bureau of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and subsisting estate Land Management in and to any accordance with applicable law (and all easements fees and charges payable in respect thereof have been properly and timely paid); (except for easements thatC) all filings and recordings required to maintain the Additional Claims in good standing through the date that this representation and warranty is being made, including evidence of proper performance of annual assessment work or payment of required claim maintenance fees, have been timely and properly made in all appropriate governmental offices; (D) assessment work, performed reasonably and in good faith in accordance with accepted industry practice, has been performed through the absence of whichassessment year ending on September 1, would not have a material adverse effect 1992; and (E) all required annual claim maintenance fees and other payments necessary to maintain the Additional Claims through the assessment year ending on the operation of a Mortgaged Facility) necessary for the ownership, leasing, occupation, construction, repair, operation, maintenance, use immediately succeeding September 1 in accordance with applicable law have been timely and financing properly made (collectively, "Operation") of the Mortgaged Facilities free and clear of all Liens affidavits and other than Permitted Liens, and has obtained all licenses and permits filings required by applicable Requirements of Law state law for each such assessment year have been properly and all easements and access rights necessary timely made). (except for easements and access rights that, iii) The foregoing representations in this subsection (b) do not include -------------- any representations concerning the absence of which, would not have a material adverse effect on the operation existence of a Mortgaged Facilitydiscovery of valuable minerals within the boundaries of any individual Key Claim or Additional Claim, provided that it is acknowledged and agreed by the Borrower that this subsection (b)(iii) for ------------------- does not qualify or limit in any way the Operation of the Mortgaged Facilities representations and enjoys peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined warranties set forth in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the extent that is necessary for the current state of Operation of the Mortgaged Facilities.Section 6.13. ------------