Common use of Ownership of Property; Liens; Investments Clause in Contracts

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries and JV Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the date hereof, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries and JV Subsidiaries securing Indebtedness in excess of $1,000,000 in outstanding principal amount, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary or JV Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries and JV Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) As of the date hereof, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned or ground leased by each Loan Party and each of its Subsidiaries and JV Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, and record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Subsidiaries and JV Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property owned by such Loan Party or such Subsidiary or JV Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the date hereof, Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all leases of real property under which Investments constituting loans held by any Loan Party or any Subsidiary or JV Subsidiary of a Loan Party is on the lesseedate hereof, showing as of the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable saleable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and a general description of the property or assets of such Loan Party or such Subsidiary subject thereto, except for Liens arising by operation of Law and Liens of the type listed in Section 7.01(f). The property of each Loan Party the Borrower and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) As of the Closing Date, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party The Borrower and each of its Subsidiaries has good, marketable saleable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the Closing Date, Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such material lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary or used in the ordinary conduct of its business, except for where the failure to have such defects in title as could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such each Loan Party or such Subsidiary and each of its Subsidiaries subject thereto, as of the Closing Date. The As of the Closing Date, the property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.019.1. (c) Schedule 5.08(c) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all real property owned by each any Loan Party and each or any of its Subsidiaries, as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party its Subsidiaries is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, statestate or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any of its Subsidiaries is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (iii) The operations and income derived from all leases of real property under which any Borrower is the lessor are immaterial, and there are no defaults under any such leases that would reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect. (e) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all material Investments held by each Loan Party and each of its Subsidiaries as of the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof., in each case except to the extent such information is publicly disclosed and then available via XXXXX on the SEC website.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries Subsidiary thereof has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 and as set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and owner, book and estimated fair value thereof, and identifying whether such real property is Material Real Property and to be mortgaged. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsterms except to the extent that failure of such lease to be so enforceable would not, or could not reasonably be expected to, result in a Material Adverse Effect. Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms except to the extent that failure of such lease to be so enforceable would not, or could not reasonably be expected to, result in a Material Adverse Effect. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries and Controlled JV Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the date hereof, Schedule 5.08(b5.07(b)(i) sets forth a complete and accurate list of all Mortgage Indebtedness constituting Liens on the property or assets of each Loan Party and each of its Subsidiaries, Subsidiaries and Controlled JV Subsidiaries showing as of the date hereof the lienholder thereof, the original principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary or Controlled JV Subsidiary subject thereto. The As of the date hereof, Schedule 5.07(b)(ii) sets forth a complete and accurate list of Liens on the property or assets of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Party. (c) As of the date hereof, Schedule 5.08(c5.07(c) sets forth a complete and accurate list of all real property Hotel Properties owned or ground leased by each Loan Party and each of its Subsidiaries and Controlled JV Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, and record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Subsidiaries and Controlled JV Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property Hotel Properties owned or ground leased by such Loan Party or such Subsidiary or Controlled JV Subsidiary, free and clear of all Liens, other than Liens created or permitted not otherwise prohibited by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing Subsidiaries as of the date hereof hereof, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Permitted Liens. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing Subsidiaries as of the date hereof hereof, showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, good and marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Domestic Subsidiary of a Loan Party is the lessee, showing lessee as of the date hereof hereof, showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries Subsidiary thereof has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 and as set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof, and identifying whether such real property is Material Real Property. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsterms except to the extent that failure of such lease to be so enforceable would not, or could not reasonably be expected to, result in a Material Adverse Effect. Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms except to the extent that failure of such lease to be so enforceable would not, or could not reasonably be expected to, result in a Material Adverse Effect. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) hereto sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Permitted Liens. (c) Schedule 5.08(c) hereto sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsPermitted Liens. (d) (i) Schedule 5.08(d)(i) hereto sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, lessee and expiration date and annual rental cost thereofdate. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, all of the Borrowing Base Properties and all other real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Borrowing Base Properties is either wholly owned in fee by a Borrower or ground leased by a Borrower pursuant to a long term ground lease which has been designated as an Approved Ground Lease, in each case subject to no Liens other than Permitted Liens. To the extent a Borrowing Base Property is leased by a Borrower pursuant to an Approved Ground Lease, (i) such lease is in full force and effect and remains unmodified except to the extent disclosed to the Administrative Agent in writing; (ii) no rights in favor of the applicable Borrower lessee have been waived, canceled or surrendered; (iii) no election or option under such ground lease has been exercised by the Borrower lessee; (iv) all rental and other charges due and payable thereunder have been paid in full (except to the extent such payment is not yet overdue); (v) no Borrower or other Consolidated Party is in default under or has received any notice of default with respect to such Approved Ground Lease; (vi) to the knowledge of the Borrowers, no lessor under such a ground lease is in default thereunder; (vii) a true and correct copy of such ground lease (together with any amendments, modifications, restatements or supplements thereof) has been delivered to the Administrative Agent; and (viii) there exist no adverse claims as to the applicable Borrower’s title or right to possession of the leasehold premises referenced therein. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each Borrower as of its Subsidiariesthe date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party Borrower or such Subsidiary subject thereto. The property of each Loan Party Borrower and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned Investments held by each Loan Party and each of its Subsidiariesany Borrower on the date hereof, showing as of the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Closing Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and Closing Date the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Closing Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair market value thereofthereof (as reasonably determined by the Borrower). Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule Schedules 5.08(d)(i) sets and (ii) set forth as of the Closing Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Closing Date (other than Investments in Subsidiaries), showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) (i) Part (i) of Schedule 5.08(b5.07(b) sets forth a complete and accurate list of all Liens on the any property or assets of each any Loan Party and each as of its Subsidiariesthe Closing Date, showing as of the such date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (ci) Part (ii) of Schedule 5.08(c5.07(b) sets forth a complete and accurate list of all real Liens on any property of any Restricted Subsidiary that is not a Loan Party to the extent such Liens secure Indebtedness for borrowed money (including pursuant to equipment financings) as of the Closing Date, showing as of such date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. (ii) As of the Closing Date, the property of each Restricted Subsidiary which is not a Loan Party is subject to no Liens, other than (A) Liens set forth on part (ii) of Schedule 5.07(b) or (B) Liens which are otherwise permitted by Section 7.01 without giving effect to clause (k), (m) or (o) thereof. (c) Schedule 5 to the Perfection Certificate lists, as of the Closing Date, each parcel of Material Real Property owned by each Loan Party and each or any of its Restricted Subsidiaries, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value Fair Market Value thereof. Each Loan Party and each of its Restricted Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such Restricted Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each of the Loan Party Parties and each of its the Material Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all consensual Liens and, to the knowledge of the Borrower, material non-consensual Liens on the property or assets of each Loan Party and each as of its Subsidiariesthe Restatement Date , showing as of the date hereof Restatement Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liensconsensual Liens and, to the knowledge of the Borrower, no material non-consensual, other than such Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned as of the Restatement Date by each Loan Party and each of its SubsidiariesParty, showing as of the date hereof Restatement Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary as of a Loan Party the Restatement Date is the lessee, showing as of the date hereof Restatement Date the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date . (e) Schedule 5.08(e) sets forth a complete and annual rental cost thereof. Each such lease is the legal, valid and binding obligation accurate list of all Investments (other than Cash Equivalents) held by any Loan Party as of the lessor Restatement Date , showing as of the Restatement Date (unless otherwise indicated) the amount, obligor or issuer and maturity, if any, thereof, enforceable in accordance with its terms. (f) Schedule 5.08(f) sets forth any and all commercial tort claims held by any Loan Party as of the Restatement Date.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens securing Indebtedness on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject theretothereto and, in the case of Indebtedness for borrowed money, the principal amount of the obligations secured thereby. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesParty, showing as of the date hereof the street address, county or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. Each Loan Party has made all payments and otherwise performed all obligations in respect of all leases of real property to which such Person is a party and no such lease has lapsed or has been terminated and no rights to renew any such lease has been forfeited or cancelled, except, in each case, where the failure to make any such payment or perform such obligation or the occurrence of such lapse, termination or forfeiture, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) of the Disclosure Schedules sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)) of the Disclosure Schedules, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) of the Disclosure Schedules sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. Except as set forth on Schedule 5.08(c) of the Disclosure Schedules, none of the Loan Parties has received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any real property owned by such Loan Party or any of its Subsidiaries or any sale or disposition thereof in lieu of condemnation. None of the Loan Parties or any Subsidiary of any of them is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any real property owned by such Loan Party or such Subsidiary or any interest therein. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases Each lease of real property under to which any a Loan Party or any Subsidiary of a Loan Party is the lessee, showing a party as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease lessee is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. Each Loan Party and each of their respective Subsidiaries has complied with all material obligations under all material leases to which it is a party and all such leases are in full force and effect. Each Loan Party and each of their respective Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, subject to the rights of subtenants and assignees, as applicable. (ii) Each lease of real property to which a Loan Party or any Subsidiary of a Loan Party is a party as lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (e) Schedule 5.08(e) of the Disclosure Schedules sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary or used in the ordinary conduct of its business, except for where the failure to have such defects in title as could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such each Loan Party or such Subsidiary and each of its Subsidiaries subject thereto, as of the Closing Date. The As of the Closing Date, the property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all real property owned by each any Loan Party and each or any of its Subsidiaries, as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party its Subsidiaries is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, statestate or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any of its Subsidiaries is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (iii) The operations and income derived from all leases of real property under which any Borrower is the lessor are immaterial, and there are no defaults under any such leases that would reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect. (e) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all material Investments held by each Loan Party and each of its Subsidiaries as of the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof., in each case except to the extent such information is publicly disclosed and then available via XXXXX on the SEC website.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, to all real property necessary or used in the ordinary conduct of its business, Material Owned Real Property except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or valid leasehold interests in all Material Owned Real Property Leases necessary or used in the ordinary conduct of its business. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries except for those Liens allowed under Section 7.01 (other than Section 7.01(b)), showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the Closing Date, a complete and accurate list of all real property Material Owned Real Property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Owned Real Property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsDocuments or otherwise permitted by Section 7.01. (d) (i) Schedule 5.08(d)(i) sets forth forth, as of the Closing Date, a complete and accurate list of all leases of real property Material Real Property Leases under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the Borrower’s knowledge, each such lease Material Real Property Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsterms except as such enforceability may be limited by Debtor Relief Laws or general principles of equity.

Ownership of Property; Liens; Investments. (a) Each Loan Party Holdings and each of its Subsidiaries Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 5.08(b) sets forth hereto is a complete and accurate list of all Liens on the property or assets of each Loan Party and each Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party Holdings or such Subsidiary or Minority Investment subject thereto, as of the Closing Date. The As of the Closing Date, the property of each Loan Party Holdings and each of its Subsidiaries Subsidiaries, Minority Investments and Professional Services Affiliates is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Set forth on Schedule 5.08(c) sets forth hereto is a complete and accurate list of all real property owned by each Loan Party and each Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries Holdings or such Subsidiary or Minority Investment has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Set forth on Schedule 5.08(d)(i) sets forth hereto is a complete and accurate list of all leases of real property under which any Loan Party Holdings or any Subsidiary of a Loan Party its Subsidiaries, Minority Investments or Professional Services Affiliates is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, statestate or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Set forth on Schedule 5.08(d)(ii) hereto is a complete and accurate list of all leases of real property under which Holdings is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (e) Set forth on Schedule 5.08(e) hereto is a complete and accurate list of all Investments held by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries (other than ASI until ASI becomes a Loan Party), showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries (other than ASI until ASI becomes a Loan Party) is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) As of the Closing Date and each date on which applicable supplemental reports are required to be delivered pursuant to Section 6.02(i), Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries (other than ASI until ASI becomes a Loan Party), showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the Closing Date and each date on which applicable supplemental reports are required to be delivered pursuant to Section 6.02(i), Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party (other than ASI until ASI becomes a Loan Party) is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable insurable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except (i) for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect (ii) otherwise set forth on Schedule 5.08(b), as of the Closing Date, and Schedule 4A of the Perfection Certificate, as of the Acquisition Closing Date, or (iii) otherwise permitted by Section 7.01. 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 6.07. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), as of the Closing Date, and Schedule 4A of the Perfection Certificate, as of the Acquisition Closing Date and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c7(a) of the Perfection Certificate sets forth a complete and accurate list of all real property owned by each Loan Party and each as of its Subsidiariesthe date hereof, showing as of the date hereof the street addressaddress (if available), county or other relevant jurisdiction, statethe purpose/use of each real property, the record owner thereof and book and estimated fair value thereofwhether the real property is to be encumbered by a Mortgage. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i7(a) of the Perfection Certificate sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee as of the date hereof, showing as of the date hereof the street addressaddress (if available), county or other relevant jurisdiction, statea description of the lease, lessor, lessee, expiration date the purpose/use of each leased real property and annual rental cost thereofwhether a Loan Party or other Person has an option to purchase/right of first refusal pursuant to the lease. Each such lease is the legal, valid and binding obligation of the lessor lessee thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property property, including Material Real Property, necessary or and used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c7(a) of the Perfection Certificate sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i7(a) of the Perfection Certificate sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Subject to the rights of counterparties under the applicable provisions of the Bankruptcy Code, including, without limitation, Section 365 thereof, each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Closing Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and Closing Date the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Closing Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair market value thereofthereof (as reasonably determined by the Borrower). Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsDocuments or the Orders. (d) (i) Schedule Schedules 5.08(d)(i) sets and (ii) set forth as of the Closing Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each Subject to the provisions of Section 365(e)(1) of the Bankruptcy Code, each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Closing Date (other than Investments in Subsidiaries), showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable insurable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its businessbusiness subject to Permitted Encumbrances, except for such defects in title as could notthat, individually or in the aggregate, reasonably be expected are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the Borrower’s ability to have a Material Adverse Effectconduct its business as currently conducted or to utilize such properties and assets for their intended purposes. No portion of the Real Property of any Loan Party has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition to the extent required by this Agreement. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Permitted Liens. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiarieson the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable good and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsPermitted Liens. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee on the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (e) No Loan Party is obligated under any right of refusal, option or other contractual right to sell, assign or otherwise dispose of any Real Property of any Loan Party or any interest therein. (f) There are no pending or, to the actual knowledge of any Loan Party, proposed special or other assessments for public improvements or otherwise affecting any material portion of any owned Real Property of the Loan Parties, nor are there any contemplated improvements to such owned Real Property of the Loan Parties that may result in such special or other assessments.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrower and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b3.08(b) sets forth forth, as of the Effective Date, a complete and accurate list of all Liens other than Liens created or permitted by the Loan Documents on the property or assets of each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party the Borrower and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b3.08(b), and as otherwise permitted by Section 7.016.01. (c) Schedule 5.08(c3.08(c) sets forth forth, as of the Effective Date, a complete and accurate list of all real property owned by each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the street address, county address or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereofowner. Each Loan Party The Borrower and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i3.08(d)(i) sets forth forth, as of the Effective Date, a complete and accurate list of all leases of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party its Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its businessbusiness that have an individual fair market value in excess of $2,500,000, except for such defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(bSCHEDULE 5.08(B) sets forth as of the date hereof a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(bSCHEDULE 5.08(B), and as otherwise permitted by Section SECTION 7.01. (c) Schedule SCHEDULE 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each with an individual fair market value in excess of its Subsidiaries$2,500,000, showing as of the date hereof hereof, where applicable, the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(iSCHEDULE 5.08(D) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee which have a remaining term (disregarding any option on the part of the tenant to renew) of three years or more and under which the annual rent is $2,500,000 or more, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except insofar as would not result in a Material Adverse Effect. (e) SCHEDULE 5.08(E) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (other than Investments in the Borrower, wholly owned Subsidiaries of the Borrower and Qualified Non-Wholly Owned Subsidiaries of the Borrower and Investments in Cash Equivalents permitted by 77

Ownership of Property; Liens; Investments. (a) Each Loan Party The Company and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all each of the material financing statements which have been filed under the Uniform Commercial Code in respect of Liens on the property or assets of each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party the Company or such Restricted Subsidiary subject thereto. The property of each Loan Party the Company and each of its Restricted Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all material real property owned in fee by each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party The Company and each of its Restricted Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party the Company or such Restricted Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property with an annual rental expense exceeding $1,000,000 under which any Loan Party the Company or any Subsidiary of a Loan Party its Restricted Subsidiaries is the lesseelessee as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles relating to or limiting creditors’ rights generally or by bankruptcy, insolvency, reorganization, moratorium or similar laws.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its businessbusiness (including, without limitation, the owned real properties listed on Schedule 5.08(c) or the leased real properties listed on Schedule 5.08(d)(i), except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all monetary Liens on the property or assets of each Loan Party and each of its Subsidiaries, which list is complete and accurate in all material respects, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, which list is complete and accurate in all material respects, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents, including the Permitted Encumbrances. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any of Subsidiary of a Loan Party is the lessee, which list is complete and accurate in all material respects, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the Borrower’s knowledge, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity. No default by the Borrower or any of its Subsidiaries exists under any such lease that could reasonably be expected to result in termination of such lease by the landlord of such lease, nor has the Borrower or any of its Subsidiaries committed any act or omission nor, to Borrower’s knowledge, has any other event occurred which, with the passage of time or the giving of notice, or both, would constitute such a default.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrowers and each of its their respective Subsidiaries has have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth forth, as of the Second Restatement Date, a complete and accurate list of all Liens other than Permitted Liens on the property or assets of each Loan Party the Borrowers and each of its their respective Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount thereof and a description of the obligations secured thereby and the property or assets Collateral of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), with respect to the Loan Parties indicated thereon, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the Second Restatement Date, a complete and accurate list of all real property owned by each Loan Party the Borrowers and each of its their respective Subsidiaries, showing as of the date hereof the street address, county address or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereofowner. Each Loan Party The Borrowers and each of its their respective Subsidiaries has have good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth forth, as of the Second Restatement Date, a complete and accurate list of all leases of real property under which any Loan Party the Borrowers or any Subsidiary of a Loan Party their respective Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrower and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ba) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (cb) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party The Borrower and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (dc) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases Each lease of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease lessee is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and other general equitable principles. (i) Each lease of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and other general equitable principles. (d) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party in excess of $1,000,000 on the date hereof (other than Investments held by a Loan Party or Subsidiary in any other Subsidiary), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable defensible title in fee simple to, or valid leasehold interests in, all real property necessary or used in Real Property and Easements material to the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and subject to Permitted Encumbrances. (b) As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets Real Property owned by and Easements granted in favor of each Loan Party Party. Schedule 5.08(b) shows, with respect to all Real Property and each of its Subsidiaries, showing as of the date hereof the lienholder thereofEasements set forth therein, the principal amount of grantor, grantee, instrument date, recording information, the obligations secured thereby county or other relevant jurisdiction, state and record owner as in effect immediately prior to the property or assets Closing Date. Each Loan Party has defensible title to all material Real Property owned by and Easements granted in favor of such Loan Party or such Subsidiary subject thereto. The property Party, free and clear of each Loan Party and each of its Subsidiaries is subject to no all Liens, other than Liens set forth Permitted Encumbrances. Except to the extent that flood insurance in form and substance satisfactory to the Administrative Agent and otherwise in compliance with the Flood Insurance Laws has been obtained with respect thereto, no Additional Facility that is located on Schedule 5.08(b), and any such Real Property is located in a special flood hazard area as otherwise permitted designated by Section 7.01any Governmental Authority. (c) As of the Closing Date, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property Real Property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the a recent date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the knowledge of the applicable Loan Party, each material lease of Real Property entered into by such lease Loan Party is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsterms (subject to the effect of any applicable Debtor Relief Laws and subject to, as to enforceability, general principles of equity) (d) The Pipeline Systems are covered by recorded or to be recorded Easements in favor of, or are located upon the Real Property owned or leased by, the applicable Relevant Parties (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (e) The Easements and Real Property held or leased by the applicable Relevant Parties establish a contiguous and continuous right-of-way for the Pipeline Systems and grant the applicable Relevant Parties (or their predecessors in interest) and their respective successors and assigns, the right to construct, operate and maintain the Pipeline Systems in, over, under or across the land covered thereby in accordance with prudent industry practice, except where the failure of such Easements and Real Property to so establish such right-of-way or so grant such rights, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (f) There is not presently any occurrence of any (i) breach or event of default on the part of the Loan Parties with respect to any Easement, (ii) to the best knowledge of the Loan Parties, breach or event of default on the part of any other party to any Easement, or (iii) event that, with the giving of notice of lapse of time or both, would constitute such breach or event of default on the part of the Loan Parties with respect to any Easement or, to the best knowledge of the Loan Parties, on the part of any other party there to, in each case, to the extent such breach or default, individually or in the aggregate, (A) materially detracts from the value or the use of any Pipeline System and (B) could reasonably be expected to have a Material Adverse Effect. (g) The Easements are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable Debtor Relief Laws and subject to, as to enforceability, general principles of equity) and all rental and other payments due thereunder by the Loan Parties, and their predecessors in interest, have been duly paid in accordance with the terms of the Easements, except to the extent that the failure to do so, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (h) The Pipeline Systems are located within the confines of the Easements and the other Real Property held or leased by the Relevant Parties and do not encroach outside of the Easements and Real Property held or leased by the Relevant Parties upon any adjoining property in any way that, individually or in the aggregate, (i) materially detracts from the value or the use of any Pipeline System and (ii) could reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such Liens permitted hereunder and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens (which do not otherwise constitute Permitted Liens under Section 7.01) on the property or assets of each Loan Party and each of its Subsidiaries, showing Subsidiaries as of the date hereof hereof, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Permitted Liens. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing Subsidiaries as of the date hereof Closing Date, showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, good and marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Domestic Subsidiary of a Loan Party is the lessee, showing lessee as of the date hereof Closing Date, showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens (other than Liens permitted by Section 7.01) on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsSection 7.01. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, lessee and expiration date and annual rental cost thereofdate. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrower and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth forth, as of the Closing Date, a complete and accurate list of all Liens other than Liens created or permitted by the Loan Documents on the property or assets of each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the Closing Date, a complete and accurate list of all real property owned by each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the street address, county address or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereofowner. Each Loan Party The Borrower and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth forth, as of the Closing Date, a complete and accurate list of all leases of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) hereto sets forth a complete and accurate list of all Liens (including the Pre-Petition Priority Liens to the extent identified as such) on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) hereto sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsSection 7.01. (d) (i) Schedule 5.08(d)(i) hereto sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, lessee and expiration date and annual rental cost thereofdate. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, including the Cases, and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Liens permitted by the Loan Documents and such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof (or the date of any updated schedules delivered pursuant to Section 6.02(h)) the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party is the lessee, showing as of the date hereof (or the date of any updated schedules delivered pursuant to Section 6.02(h)) the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the knowledge of the Borrower, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as may be limited by Debtor Relief Laws or by general principals of equity. (ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessor, showing as of the date hereof (or the date of any updated schedules delivered pursuant to Section 6.02(h)) the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the knowledge of the Borrower, each such lease is the legal, valid and binding obligation of the lessor lessee thereof, enforceable in accordance with its terms, except as may be limited by Debtor Relief Laws or by general principals of equity and except as could not reasonably be expected to have a Material Adverse Effect. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (or the date of any updated schedules delivered pursuant to Section 6.02(h)), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesParty, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject theretothereto other than with respect to any Lien the existence of which would not be reasonably likely to have a Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the date hereof, a complete and accurate list of all real property owned by each Loan Party and each of its Material Domestic Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner address and book and estimated fair value the description thereof. Each Loan Party and each of its Material Domestic Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Material Domestic Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsDocuments and such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth forth, as of the date hereof, a complete and accurate list of all leases of leased real property under of which any Loan Party or any Material Subsidiary of a Loan Party is the lessee. (e) Schedule 5.08(e) sets forth, as of the date hereof, a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of on the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termshereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrower and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. ​ (b) Schedule 5.08(b3.08(b) sets forth forth, as of the Third Amendment Effective Date, a complete and accurate list of all Liens other than Liens created or permitted by the Loan Documents on the property or assets of each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party the Borrower and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b3.08(b), and as otherwise permitted by Section 7.016.01. (c) Schedule 5.08(c3.08(c) sets forth forth, as of the Third Amendment Effective Date, a complete and accurate list of all real property owned by each Loan Party the Borrower and each of its Subsidiaries, showing as of the date hereof the street address, county address or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereofowner. Each Loan Party The Borrower and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i3.08(d)(i) sets forth forth, as of the Third Amendment Effective Date, a complete and accurate list of all leases of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party its Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each of the Loan Party Parties and each of its the Material Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all consensual Liens and, to the knowledge of the Loan Parties, material non-consensual Liens on the property or assets of each Loan Party and each as of its Subsidiariesthe Restatement Date, showing as of the date hereof Restatement Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liensconsensual Liens and, to the knowledge of the Loan Parties, no material non-consensual, other than such Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned as of the Second Restatement Date by each Loan Party and each of its SubsidiariesParty, showing as of the date hereof Second Restatement Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary as of a Loan Party the Second Restatement Date is the lessee, showing as of the date hereof Second Restatement Date the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date . (e) Schedule 5.08(e) sets forth a complete and annual rental cost thereof. Each such lease is the legal, valid and binding obligation accurate list of all Investments (other than Cash Equivalents) held by any Loan Party as of the lessor Second Restatement Date, showing as of the Second Restatement Date (unless otherwise indicated) the amount, obligor or issuer and maturity, if any, thereof, enforceable in accordance with its terms. (f) Schedule 5.08(f) sets forth any and all commercial tort claims held by any Loan Party as of the Second Restatement Date.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens (excluding Liens permitted by Sections 7.01(c) through 7.01(g)) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases (excluding non-material sales and service offices) of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessor and annual rental cost thereoflessee thereunder. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Liens permitted by Section 7.01 and such other defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth forth, as of the date hereof, a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the date hereof, a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsSection 7.01. (d) (i) Schedule 5.08(d)(i) sets forth forth, as of the date hereof, a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Subject to the rights of counterparties under the applicable provisions of the Bankruptcy Code, including, without limitation, Section 365 thereof, each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Closing Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and Closing Date the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Closing Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair market value thereofthereof (as reasonably determined by the Borrower). Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule Schedules 5.08(d)(i) sets and (ii) set forth as of the Closing Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Closing Date (other than Investments in Subsidiaries), showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property property, including Material Real Property, necessary or and used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c5(a) of the Perfection Certificate sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5(a) of the Perfection Certificate sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party of the Borrower and each of its Subsidiaries Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens existing on the Closing Date (other than Permitted Liens (but excluding any Permitted Liens permitted pursuant to Section 7.01(b))) on the property or assets of each Loan Party and each of its SubsidiariesParty, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01Permitted Liens. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries existing on the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated good faith estimate of the fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsPermitted Liens. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee existing on the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, lessee and expiration date and annual rental cost thereof. Each such material lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrowers and each of its their respective Subsidiaries has have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth forth, as of the Amendment Effective Date, a complete and accurate list of all Liens other than Permitted Liens on the property or assets of each Loan Party the Borrowers and each of its their respective Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount thereof and a description of the obligations secured thereby and the property or assets Collateral of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), with respect to the Loan Parties indicated thereon, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the Amendment Effective Date, a complete and accurate list of all real property owned by each Loan Party the Borrowers and each of its their respective Subsidiaries, showing as of the date hereof the street address, county address or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereofowner. Each Loan Party The Borrowers and each of its their respective Subsidiaries has have good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth forth, as of the Amendment Effective Date, a complete and accurate list of all leases of real property under which any Loan Party the Borrowers or any Subsidiary of a Loan Party their respective Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Company and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party the Company or such Restricted Subsidiary subject thereto. The property of each Loan Party the Company and each of its Restricted Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party The Company and each of its Restricted Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party the Company or such Restricted Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property with an annual rental expense exceeding $100,000 under which any Loan Party the Company or any Subsidiary of a Loan Party its Restricted Subsidiaries is the lesseelessee as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesParty, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject theretothereto other than with respect to any Lien the existence of which would not be reasonably likely to have a Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the date hereof, a complete and accurate list of all real property owned by each Loan Party and each of its Material Domestic Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner address and book and estimated fair value the description thereof. Each Loan Party and each of its Material Domestic Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Material Domestic Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsDocuments and such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth forth, as of the date hereof, a complete and accurate list of all leases of real property under which any Loan Party or any Material Subsidiary of a Loan Party is the lessee, showing the material terms thereof to the reasonable satisfaction of the Administrative Agent. (e) Schedule 5.08(e) sets forth, as of the date hereof, a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each of the Loan Party Parties and each of its the Material Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all consensual Liens and, to the knowledge of the Borrower, material non-consensual Liens on the property or assets of each Loan Party and each as of its Subsidiariesthe Closing Date, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liensconsensual Liens and, to the knowledge of the Borrower, no material non-consensual, other than such Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned as of the Closing Date by each Loan Party and each of its SubsidiariesParty, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary as of a Loan Party the Closing Date is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date . (e) Schedule 5.08(e) sets forth a complete and annual rental cost thereof. Each such lease is the legal, valid and binding obligation accurate list of all Investments (other than Cash Equivalents) held by any Loan Party as of the lessor Closing Date, showing as of the Closing Date (unless otherwise indicated) the amount, obligor or issuer and maturity, if any, thereof, enforceable in accordance with its terms. (f) Schedule 5.08(f) sets forth any and all commercial tort claims held by any Loan Party as of the Closing Date.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries is in compliance with all of its obligations in respect of leases of real property to which it is a party and has not allowed any such lease to lapse or be terminated or any rights to renew such leases to be forfeited or canceled except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of November 30, 2004 of all Liens of the types described in clauses (b), (i), (n), (o), and (p) of Section 7.01 on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the such date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the date hereof of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list as of November 30, 2004 of all leases of real property under which Investments held by any Loan Party or any Subsidiary of a Loan Party is the lesseeParty, showing as of such date the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each of the Loan Party Parties and each of its the Material Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the Material Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Material Subsidiaries exists under any of them. (b) Schedule 5.08(b4.8(b) sets forth a complete and accurate list of all consensual Liens and, to the knowledge of the Loan Parties, material non-consensual Liens on the property or assets of each Loan Party as of the Closing Date (and, solely with respect to Parent, Holdings and each Imaging, as of its Subsidiariesthe Second Amendment Closing Date), showing as of the date hereof Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date) the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, Liens other than such Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.016.1. (c) Schedule 5.08(c4.8(c) sets forth a complete and accurate list of all real property owned as of the Closing Date by each Loan Party (and, solely with respect to Parent, Holdings and each Imaging, as of its Subsidiariesthe Second Amendment Closing Date) (collectively, the "Real Property Collateral"), showing as of the date hereof Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date) the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i4.8(d) sets forth a complete and accurate list of all leases of real property involving aggregate consideration payable by a Loan Party of $2,000,000 or more in any fiscal year under which any Loan Party or any Subsidiary as of a Loan Party the Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date) is the lessee, showing as of the date hereof Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date), the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date . (e) Schedule 4.8(e) sets forth a complete and annual rental cost thereof. Each such lease is the legal, valid and binding obligation accurate list of all Investments (other than Cash Equivalents) held by any Loan Party as of the lessor Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date), showing as of the Closing Date (and, solely with respect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date) (unless otherwise indicated) the amount, obligor or issuer and maturity, if any, thereof. (f) Schedule 4.8(f) sets forth any and all commercial tort claims held by any Loan Party as of the Closing Date (and, enforceable in accordance solely with its termsrespect to Parent, Holdings and Imaging, as of the Second Amendment Closing Date).

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its businessbusiness that have an individual fair market value in excess of $2,500,000, except for such defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) . Schedule 5.08(b3.08(a) sets forth as of the date hereof a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereofthereof (after giving effect to the release of Liens existing in connection with the Existing Credit Agreement), the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b3.08(a), and as otherwise permitted by Section 7.016.01 and after giving effect to the release of Liens existing in connection with the Existing Credit Agreement. (cb) Schedule 5.08(c3.08(b) sets forth a complete and accurate list of all real property owned by each Loan Party and each with an individual fair market value in excess of its Subsidiaries$2,500,000, showing as of the date hereof hereof, where applicable, the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (ic) Schedule 5.08(d)(i3.08(c) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee which have a remaining term (disregarding any option on the part of the tenant to renew) of three years or more and under which the annual rent is $2,500,000 or more, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except insofar as would not result in a Material Adverse Effect. (d) Schedule 3.08(d) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (other than Investments in the Borrower, wholly owned Subsidiaries of the Borrower and Qualified Non-Wholly Owned Subsidiaries of the Borrower and Investments in Cash Equivalents permitted by Section 6.03(a)), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the date hereof, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesAdvisory Subsidiaries securing Indebtedness in excess of $1,000,000 in outstanding principal amount, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Advisory Subsidiary subject thereto. The property of each Loan Party and each of its Advisory Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and or as otherwise permitted by Section 7.01. (c) As of the date hereof, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned or ground leased by each Loan Party and each of its Advisory Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, and record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Advisory Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property owned by such Loan Party or such Advisory Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the date hereof, Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all leases of real property under which Investments constituting loans held by any Loan Party or any Advisory Subsidiary of a Loan Party is on the lesseedate hereof (other than the Inter-Company Debt), showing as of the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list ---------------- as of the First Amendment Effective Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof First Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by ---------------- Section 7.01.. ------------ (c) Schedule 5.08(c) sets forth a complete and accurate list ---------------- as of the First Amendment Effective Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof First Amendment Effective Date the street address, county or other relevant jurisdiction, state, record owner and net book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Schedules 5.08(d)(i) and (i) Schedule 5.08(d)(iii) sets forth as of the First ----------------------------- Amendment Effective Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof First Amendment Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list ---------------- of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the First Amendment Effective Date (other than Investments in Subsidiaries), showing as of the First Amendment Effective Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Closing Date of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Closing Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and net book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Schedules 5.08(d)(i) and (i) Schedule 5.08(d)(iii) sets forth as of the Closing Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Closing Date (other than Investments in Subsidiaries), showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party The Company and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all each of the material financing statements which have been filed under the Uniform Commercial Code in respect of Liens on the property or assets of each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party the Company or such Restricted Subsidiary subject 119889268 thereto. The property of each Loan Party the Company and each of its Restricted Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all material real property owned in fee by each Loan Party the Company and each of its SubsidiariesRestricted Subsidiaries as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party The Company and each of its Restricted Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party the Company or such Restricted Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property with an annual rental expense exceeding $1,000,000 under which any Loan Party the Company or any Subsidiary of a Loan Party its Restricted Subsidiaries is the lesseelessee as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles relating to or limiting creditors’ rights generally or by bankruptcy, insolvency, reorganization, moratorium or similar laws.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Amendment and Restatement Effective Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby Amendment and Restatement Effective Date the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Amendment and Restatement Effective Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Amendment and Restatement Effective Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair market value thereofthereof (as reasonably determined by the Borrower). Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule Schedules 5.08(d)(i) sets and (ii) set forth as of the Amendment and Restatement Effective Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Amendment and Restatement Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Amendment and Restatement Effective Date (other than Investments in Subsidiaries), showing as of the Amendment and Restatement Effective Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing or any other provision or representation contained in the Loan Documents to the contrary, the parties hereto acknowledge and agree that certain assets and property located on, and improvements to, certain real property necessary or used in the ordinary conduct of the business of the Borrower and its Subsidiaries has been provided by certain Governmental Authorities of the United States (such assets and other property, "Government Furnished Property") in connection with the BioThrax Contract and other Contractual Obligations of such Loan Parties and/or Subsidiaries with such Governmental Authorities. In some instances, such Governmental Authorities of the United States have and shall continue to retain an ownership interest in such Government Furnished Property. The Borrower and each other Loan Party represents and warrants to the Administrative Agent and the Lenders that such retained ownership by the Governmental Authorities of the United States in such Government Furnished Property does not in any case materially detract from the value of the applicable Mortgaged Property or materially interfere with the ordinary conduct of the business of the applicable Loan Party or Subsidiary of a Loan Party thereon. (b) Schedule 5.08(b) sets forth forth, as of the Closing Date, a complete and accurate list of all Liens (other than Liens permitted under Sections 7.02(a) and (c) through (n)) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby thereof and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) (as the same may be updated from time to time pursuant to Section 6.02(l)), sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof (or such later date as such Schedule is updated (or required to be updated) pursuant to Section 6.02(l)) the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Schedule 5.08(d) (i) Schedule 5.08(d)(ias the same may be updated from time to time pursuant to Section 6.02(l)) sets forth a complete and accurate list of all leases of real property Investments (other than Investments permitted under which Sections 7.02(a) through (e) and (g) through (i)) held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (or such later date as such Schedule is the lesseeupdated (or required to be updated) pursuant to Section 6.02(l)), showing as of the date hereof the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, to all real property necessary or used in the ordinary conduct of its business, Material Owned Real Property except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or valid leasehold interests in all Material Owned Real Property Leases necessary or used in the ordinary conduct of its business. (b) Schedule 5.08(b) sets forth forth, as of the Closing Date, a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiariesexcept for those Liens allowed under Section 7.01 (other than Section 7.01(b)), showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth forth, as of the Closing Date, a complete and accurate list of all real property Material Owned Real Property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Owned Real Property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsDocuments or otherwise permitted by Section 7.01. (d) (i) Schedule 5.08(d)(i5.08(d) sets forth forth, as of the Closing Date, a complete and accurate list of all leases of real property under which material Investments held by any Loan Party or any Subsidiary of a Loan Party is the lesseeParty, showing as of the date hereof Closing Date the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries and JV Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the First Amendment Effective Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries and JV Subsidiaries securing Indebtedness in excess of $1,000,000 in outstanding principal amount, showing as of the date hereof First Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary or JV Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries and JV Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) As of the First Amendment Effective Date, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned or ground leased by each Loan Party and each of its Subsidiaries and JV Subsidiaries, showing as of the date hereof First Amendment Effective Date the street address, county or other relevant jurisdiction, state, and record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Subsidiaries and JV Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property owned by such Loan Party or such Subsidiary or JV Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the First Amendment Effective Date, Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all leases of real property under which Investments constituting loans held by any Loan Party or any Subsidiary or JV Subsidiary of a Loan Party is on the lesseeFirst Amendment Effective Date, showing as of the date hereof First Amendment Effective Date the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) (as it may be updated from time to time in accordance with the terms of this Agreement) sets forth forth, as of the date such Schedule 5.08(b) was most recently delivered to the Administrative Agent in accordance with the terms of this Agreement, a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) (as it may be updated from time to time in accordance with the terms of this Agreement) sets forth forth, as of the date such Schedule 5.08(c) was most recently delivered to the Administrative Agent in accordance with the terms of this Agreement, a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) (as it may be updated from time to time in accordance with the terms of this Agreement) sets forth forth, as of the date such Schedule 5.08(d)(i) was most recently delivered to the Administrative Agent in accordance with the terms of this Agreement, a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party the Borrower and each of its Subsidiaries is not subject to no any Liens, other than Liens set forth on Schedule SCHEDULE 5.08(b), and or as otherwise permitted by Section SECTION 7.01. (c) Schedule Set forth on SCHEDULE 5.08(c) sets forth hereto is a complete and accurate list of all real property owned by each any Loan Party and each or any of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value and, in the cases of real property acquired after the Closing Date, the purchase price thereof. Each Loan Party and each of its Subsidiaries or such Subsidiary has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule Set forth on SCHEDULE 5.08(d)(i) sets forth hereto is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party its Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lesseelessee as of the Closing Date, expiration date and annual rental cost thereof. Each such lease to which any Loan Party remains a party, whether in effect on the Closing Date or thereafter (excluding leases of real property involving less than 1,500 square feet), is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting creditor's rights generally, and the effect of general principles of equity, whether applied by a court of law or equity.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary or used in the ordinary conduct of its business, except for where the failure to have such defects in title as could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such each Loan Party or such Subsidiary and each of its Subsidiaries subject thereto, as of the Closing Date. The As of the Closing Date, the property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.019.1. (c) Schedule 5.08(c) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all real property owned by each any Loan Party and each or any of its Subsidiaries, as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, state and record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party its Subsidiaries is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, statestate or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all leases of real property under which any Loan Party or any of its Subsidiaries is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (iii) The operations and income derived from all leases of real property under which any Borrower is the lessor are immaterial, and there are no defaults under any such leases that would reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect. (d) Set forth on the Collateral and Diligence Questionnaire is a complete and accurate list of all material Investments held by each Loan Party and each of its Subsidiaries as of the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof., in each case except to the extent such information is publicly disclosed and then available via XXXXX on the SEC website.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofapplicable Loan Party, enforceable against such Loan Party in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each One or more Loan Party and each of its Parties or one or more Domestic Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or (including the Mortgaged Property) material to their business, taken as a whole, used in the ordinary conduct of its business, except for Permitted Encumbrances and except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) 4 of the Perfection Certificate sets forth a complete and accurate list as of the Closing Date of all Liens on the property or assets of each Loan Party and each of its SubsidiariesDomestic Subsidiaries (except for Permitted Encumbrances on real property not otherwise listed on the title policy being delivered to Administrative Agent in connection herewith and relating to the applicable Mortgaged Property) showing, showing as of the date hereof Closing Date the lienholder thereofthereof (except the lienholder need not be shown in respect of any Permitted Encumbrances on real property not otherwise listed on the title policy being delivered to Administrative Agent in connection herewith and relating to the applicable Mortgaged Property), the original principal amount of the obligations secured thereby (except for Permitted Encumbrances against the Mortgaged Property which may secure a contingent obligation but do not secure Indebtedness), and the address of the property or assets of such Loan Party or such Subsidiary subject thereto. The property Mortgaged Property of each Loan Party and each of its Domestic Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)4 of the Perfection Certificate, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) of the Disclosure Schedules sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)) of the Disclosure Schedules, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases Each lease of real property under to which any a Loan Party or any Subsidiary of a Loan Party is the lessee, showing a party as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease lessee is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. Each Loan Party and each of their respective Subsidiaries has complied with all material obligations under all material leases to which it is a party and all such leases are in full force and effect. Each Loan Party and each of their respective Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, subject to the rights of subtenants and assignees, as applicable. (i) Each lease of real property to which a Loan Party or any Subsidiary of a Loan Party is a party as lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (d) Schedule 5.08(d) of the Disclosure Schedules sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the Second A&R Effective Date of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and Second A&R Effective Date the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the Second A&R Effective Date of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof Second A&R Effective Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair market value thereofthereof (as reasonably determined by the Borrower). Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule Schedules 5.08(d)(i) sets and (ii) set forth as of the Second A&R Effective Date a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof Second A&R Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date lessee and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Second A&R Effective Date (other than Investments in Subsidiaries), showing as of the Second A&R Effective Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.017.01 and the Liens under the Existing Credit Agreement being terminated concurrently with the Closing. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each of the Loan Party Parties and each of its the Material Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the Material Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Material Subsidiaries exists under any of them. (b) Schedule 5.08(b4.8(b) sets forth a complete and accurate list of all consensual Liens and, to the knowledge of the Borrower, material non-consensual Liens on the property or assets of each Loan Party and each as of its Subsidiariesthe Closing Date, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, Liens other than such Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.016.1. (c) Schedule 5.08(c4.8(c) sets forth a complete and accurate list of all real property owned as of the Closing Date by each Loan Party and each of its Subsidiaries(the “Real Property Collateral”), showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property Material Real Property owned by such Loan Party or such SubsidiaryParty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i4.8(d) sets forth a complete and accurate list of all leases of real property involving aggregate consideration payable by a Loan Party of $2,000,000 or more in any fiscal year under which any Loan Party or any Subsidiary as of a Loan Party the Closing Date is the lessee, showing as of the date hereof Closing Date, the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee, expiration date . (e) Schedule 4.8(e) sets forth a complete and annual rental cost thereof. Each such lease is the legal, valid and binding obligation accurate list of all Investments (other than Cash Equivalents) held by any Loan Party as of the lessor Closing Date, showing as of the Closing Date (unless otherwise indicated) the amount, obligor or issuer and maturity, if any, thereof, enforceable in accordance with its terms. (f) Schedule 4.8(f) sets forth any and all commercial tort claims held by any Loan Party as of the Closing Date.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) of the Disclosure Schedules sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)) of the Disclosure Schedules, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases Each lease of real property under to which any a Loan Party or any Subsidiary of a Loan Party is the lessee, showing a party as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease lessee is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. Each Loan Party and each of their respective Subsidiaries has complied with all material obligations under all material leases to which it is a party and all such leases are in full force and effect. Each Loan Party and each of their respective Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, subject to the rights of subtenants and assignees, as applicable. (ii) Each lease of real property to which a Loan Party or any Subsidiary of a Loan Party is a party as lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (d) Schedule 5.08(d) of the Disclosure Schedules sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)5.08, and as otherwise permitted by Section 7.01. (c) As of the Closing Date and each date on which applicable supplemental reports are required to be delivered pursuant to Section 6.02(i), Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the Closing Date and each date on which applicable supplemental reports are required to be delivered pursuant to Section 6.02(i), Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) of the Disclosure Schedules sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)) of the Disclosure Schedules, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) of the Disclosure Schedules sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. Except as set forth on Schedule 5.08(c) of the Disclosure Schedules, none of the Loan Parties has received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any real property owned by such Loan Party or any of its Subsidiaries or any sale or disposition thereof in lieu of condemnation. None of the Loan Parties or any Subsidiary of any of them is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any real property owned by such Loan Party or such Subsidiary or any interest therein. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases Each lease of real property under to which any a Loan Party or any Subsidiary of a Loan Party is the lessee, showing a party as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease lessee is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. Each Loan Party and each of their respective Subsidiaries has complied with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each Loan Party and each of their respective Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, subject to the rights of subtenants and assignees, as applicable. (ii) Each lease of real property to which a Loan Party or any Subsidiary of a Loan Party is a party as lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (e) Schedule 5.08(e) of the Disclosure Schedules sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party Holdings and each of its Subsidiaries Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 5.08(b) sets forth hereto is a complete and accurate list of all Liens on the property or assets of each Loan Party and each Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, showing as of the date hereof First Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party Holdings or such Subsidiary or Minority Investment subject thereto, as of the First Amendment Effective Date. The As of the Closing Date, the property of each Loan Party Holdings and each of its Subsidiaries Subsidiaries, Minority Investments and Professional Services Affiliates is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Set forth on Schedule 5.08(c) sets forth hereto is a complete and accurate list of all real property owned by each Loan Party and each Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the date hereof First Amendment Effective Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries Holdings or such Subsidiary or Minority Investment has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Set forth on Schedule 5.08(d)(i) sets forth hereto is a complete and accurate list of all leases of real property under which any Loan Party Holdings or any Subsidiary of a Loan Party its Subsidiaries, Minority Investments or Professional Services Affiliates is the lesseelessee as of the First Amendment Effective Date, showing as of the date hereof First Amendment Effective Date the street address, county or other relevant jurisdiction, statestate or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Set forth on Schedule 5.08(d)(ii) hereto is a complete and accurate list of all leases of real property under which Holdings is the lessor as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (e) Set forth on Schedule 5.08(e) hereto is a complete and accurate list of all Investments held by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable defensible title in fee simple to, or valid leasehold interests in, all real property necessary or used in Real Property and Easements material to the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and subject to Permitted Encumbrances. (b) As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of Real Property and Easements owned by each Loan Party and each of its SubsidiariesParty, showing as of a recent date the date hereof the lienholder thereofgrantor, grantee, instrument date, recording information, the principal amount of the obligations secured thereby county or other relevant jurisdiction, state and the property or assets of record owner. Each Loan Party has defensible title to all material Real Property and Easements owned by such Loan Party or such Subsidiary subject thereto. The property Party, free and clear of each Loan Party and each of its Subsidiaries is subject to no all Liens, other than Liens set forth Permitted Encumbrances. Except to the extent that flood insurance in form and substance satisfactory to the Administrative Agent has been obtained with respect thereto, no building constituting Collateral that is located on Schedule 5.08(b), and any Real Property or Easements of any Loan Party is located in a special flood hazard area as otherwise permitted designated by Section 7.01any Governmental Authority. (c) As of the Closing Date, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property Real Property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the a recent date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the knowledge of the applicable Loan Party, each material lease of Real Property entered into by such lease Loan Party is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsterms (subject to the effect of any applicable Debtor Relief Laws and subject to, as to enforceability, general principles of equity) (d) The Pipeline Systems are covered by recorded or to be recorded Easements in favor of, or are located upon the Real Property owned or leased by, the applicable Relevant Parties (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (e) The Easements and Real Property held or leased by the applicable Relevant Parties establish a contiguous and continuous right-of-way for the Pipeline Systems and grant the applicable Relevant Parties (or their predecessors in interest) and their respective successors and assigns, the right to construct, operate and maintain the Pipeline Systems in, over, under or across the land covered thereby in accordance with prudent industry practice, except where the failure of such Easements and Real Property to so establish such right-of-way or so grant such rights, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (f) There is not presently any occurrence of any (i) breach or event of default on the part of the Loan Parties with respect to any Easement, (ii) to the best knowledge of the Loan Parties, breach or event of default on the part of any other party to any Easement, and (iii) event that, with the giving of notice of lapse of time or both, would constitute such breach or event of default on the part of the Loan Parties with respect to any Easement or, to the best knowledge of the Loan Parties, on the part of any other party there to, in each case, to the extent such breach or default, individually or in the aggregate, (A) materially detracts from the value or the use of any Pipeline System and (B) could reasonably be expected to have a Material Adverse Effect. (g) The Easements are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable Debtor Relief Laws and subject to, as to enforceability, general principles of equity) and all rental and other payments due thereunder by the Loan Parties, and their predecessors in interest, have been duly paid in accordance with the terms of the Easements, except to the extent that the failure to do so, individually or in the aggregate, (i) does not materially detract from the value or the use of any Pipeline System and (ii) could not reasonably be expected to have a Material Adverse Effect. (h) The Pipeline Systems are located within the confines of the Easements and the other Real Property held or leased by the Relevant Parties and do not encroach outside of the Easements and Real Property held or leased by the Relevant Parties upon any adjoining property in any way that, individually or in the aggregate, (i) materially detracts from the value or the use of any Pipeline System and (ii) could reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) 5.08 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)5.08, and as otherwise permitted by Section 7.01. (c) As of the Closing Date, Schedule 5.08(c) 5.08 sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, good and marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) As of the Closing Date, (i) Schedule 5.08(d)(i) 5.08 sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the knowledge of the Borrower, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Schedule 5.08 sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the knowledge of the Borrower, each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (e) Schedule 5.08 sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b5.07(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing Subsidiaries as of the date hereof hereof, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b5.07(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c5.07(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing Eligible Subsidiaries as of the date hereof hereof, showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Schedule 5.08(d)(i5.07(d) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Eligible Subsidiary of a Loan Party is the lessee, showing lessee as of the date hereof hereof, showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (e) Schedule 5.07(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Eligible Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect[Reserved]. (b) Set forth on Schedule 5.08(b5.18(b) sets forth hereto is a complete and accurate list of all Liens on the property or assets of each any Loan Party and each or any of its SubsidiariesSubsidiaries as of the date hereof (other than Liens securing Obligations under the Existing Parent Credit Agreement)Closing Date, showing as of the date hereof hereofClosing Date the lienholder thereof, the principal amount of the obligations secured thereby (if greater than $1,000,000) and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Set forth on Schedule 5.08(c5.18(c) sets forth hereto is a complete and accurate list of all real property owned by each any Loan Party and each or any of its SubsidiariesSubsidiaries as of the later of (x) the Effective Date and (y) the date of the most recent Compliance Certificate delivered pursuant to Section 6.17 (b) or (c), showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries or such Subsidiary has good, marketable and insurable fee simple title to the such real property owned by such Loan Party or such Subsidiaryproperty, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) Set forth on Schedule 5.08(d)(i5.18(d)(i) sets forth hereto is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a its Subsidiaries is the lessee as of the Effective Date, which require the payment of rent in excess of $1,000,000 per year or are otherwise material to the operation of any Loan Party is or any of its Subsidiaries and which, in aggregate, represent at least 90% of the lessee, yearly rental expense of the Loan Parties and their Subsidiaries showing as of the date hereof Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each To the knowledge of Parent, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) As of the Closing2018 Refinancing Amendment Effective Date, neither xxxxx Loan Parties nor any of their Subsidiaries Party owns any Real Property with a value in excess of $5,000,000. Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or a valid leasehold interests interest in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth as of the date hereofClosing Date, a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof hereofClosing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents[Reserved]. (d) (i) Schedule 5.08(d)(i) sets forth as of the date hereofOctober 31, 2017 a complete and accurate list of all leases of real property in the United States with annual rental payments of more than $500,0002,500,000 under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street addresshereofOctober 31, county 0000 xxx xxxxxx xxxxxxx, xxxxxx or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each Except as could not reasonably be expected to have a Material Adverse Effect, each such lease is the legal, valid and binding obligation of the lessor such Loan Party thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens (other than Liens permitted by Section 7.01) on the property or assets of each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its SubsidiariesSubsidiaries as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan DocumentsSection 7.01. (d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee as of the Closing Date, showing as of the date hereof Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law. (ii) (ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor lessee thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) As of the Fourth Amendment Effective Date, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its SubsidiariesAdvisory Subsidiaries securing Indebtedness in excess of $1,000,000 in outstanding principal amount, showing as of the date hereof Fourth Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Advisory Subsidiary subject thereto. The property of each Loan Party and each of its Advisory Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and or as otherwise permitted by Section 7.01. (c) As of the Fourth Amendment Effective Date, Schedule 5.08(c) sets forth a complete and accurate list of all real property owned or ground leased by each Loan Party and each of its Advisory Subsidiaries, showing as of the date hereof Fourth Amendment Effective Date the street address, county or other relevant jurisdiction, state, and record owner and book and estimated fair value thereofowner. Each Loan Party and each of its Advisory Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property owned by such Loan Party or such Advisory Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (i) As of the Fourth Amendment Effective Date, Schedule 5.08(d)(i5.08(d) sets forth a complete and accurate list of all leases of real property under which Investments constituting loans held by any Loan Party or any Advisory Subsidiary of a Loan Party is on the lesseeFourth Amendment Effective Date (other than the Inter-Company Debt), showing as of the date hereof Fourth Amendment Effective Date the street addressamount, county obligor or other relevant jurisdictionissuer and maturity, stateif any, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 5.08(b) sets forth a complete and accurate list as of the date hereof of all Liens (except Liens securing the Obligations) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) sets forth a complete and accurate list as of the date hereof of all real property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Schedules 5.08(d)(i) and (i) Schedule 5.08(d)(iii) sets forth as of the date hereof a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or the lessor, respectively, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereofsuch Loan Party or Subsidiary party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by equitable principles regardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (other than Investments in Subsidiaries), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.