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

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of the Restricted Subsidiaries has good record, marketable and insurable title in fee simple to all owned Real Estate 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 Loan Party and each of the Restricted Subsidiaries has good record and marketable title to, or valid leasehold interests in, all personal 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. No Mortgage encumbers improved owned Real Estate 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 has been obtained in accordance with Section 6.07(b). (b) The properties and assets of each Loan Party and each of the Restricted Subsidiaries are subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted Liens. (c) Schedule 5.07(c) sets forth a complete and accurate list as of the Closing Date of all Real Estate owned by each Loan Party and each of the Restricted Subsidiaries showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. (i) Schedule 5.07(d)(i) sets forth a complete and accurate list of all Leases under which any Loan Party is the lessee, as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. (ii) Schedule 5.07(d)(ii) sets forth a complete and accurate list of all leases of Real Estate under which any Loan Party is the lessor as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (e) Schedule 5.07(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted 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 the Restricted Subsidiaries has good record, marketable and insurable title in fee simple to all owned Real Estate 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 Loan Party and each of the Restricted Subsidiaries has good record and marketable title to, or valid leasehold interests in, all personal 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. No Mortgage encumbers improved owned Real Estate 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 has been obtained in accordance with Section 6.07(b). (b) The properties and assets of each Loan Party and each of the Restricted Subsidiaries are subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted Liens. (c) Schedule 5.07(c5.08(c) sets forth a complete and accurate list as of the Closing Date of all Real Estate owned by each Loan Party and each of the Restricted Subsidiaries showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. (i) Schedule 5.07(d)(i5.08(d)(i) sets forth a complete and accurate list of all Leases under which any Loan Party is the lessee, lessee as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. (ii) Schedule 5.07(d)(ii5.08(d)(ii) sets forth a complete and accurate list of all leases of Real Estate under which any Loan Party is the lessor as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (e) Schedule 5.07(e5.08(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted 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 the Restricted its Subsidiaries has good record, record and marketable and insurable title in fee simple to to, or valid leasehold interests in, all owned Real Estate necessary or real property 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 Loan Party and each of the Restricted its Subsidiaries has good record and marketable title to, or valid leasehold interests in, all tangible personal 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. No Mortgage encumbers improved owned Real Estate 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)6.07. (b) The properties and assets of each Loan Party and each of the Restricted its Subsidiaries are subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted Liens. (c) Schedule 5.07(c5.08(c) sets forth forth, as of the Closing Date, a complete and accurate list of all real property owned as of the Closing Date of all Real Estate owned such date by each Loan Party and each of the Restricted its Subsidiaries showing as of such 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 Documents. (d) (i) Schedule 5.07(d)(i5.08(d)(i) sets forth a complete and accurate list of all Leases under which any Loan Party is the lesseeforth, as of the Closing Date showing the street addressDate, county or other relevant jurisdiction, state, lessor, lessee and expiration date. (ii) Schedule 5.07(d)(ii) sets forth a complete and accurate list of all leases of Real Estate real property under which any Loan Party or any Subsidiary of a Loan Party is the lessee as of such date, and which provide for annual rental payments in excess of $250,000, showing as of such date the street address thereof. Each such lease is the legal, valid and binding obligation of the 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. (i) Schedule 5.08(d)(ii) sets forth a complete and accurate list, as of the Closing Date, 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 such date, which provide for annual rental payments in excess of $250,000, showing as of such date the street addressaddress thereof. Each such lease is the legal, county valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other relevant jurisdictionlaws affecting creditors' rights generally and subject to general principles of equity, state, lessor, lessee, expiration date and annual rental cost thereofregardless of whether considered in a proceeding in equity or at law. (e) Schedule 5.07(e5.08(e) sets forth a complete and accurate list list, as of the Closing Date, of all Investments held by any Loan Party or any Restricted Subsidiary of a Loan Party on the date hereofas of such date, showing as of the such date hereof the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of the Restricted its Subsidiaries has good record, record and marketable and insurable title in fee simple to to, or valid leasehold interests in, all owned Real Estate necessary or real property 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 Loan Party and each of the Restricted its Subsidiaries has good record and marketable title to, or valid leasehold interests in, all tangible personal 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. No Mortgage encumbers improved owned Real Estate 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)6.07. (b) The properties and assets of each Loan Party and each of the Restricted its Subsidiaries are subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted Liens. (c) Schedule 5.07(c5.08(c) sets forth forth, as of the Closing Date, a complete and accurate list of all real property owned as of the Closing Date of all Real Estate owned such date by each Loan Party and each of the Restricted its Subsidiaries showing as of such 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 Documents. (d) (i) Schedule 5.07(d)(i5.08(d)(i) sets forth a complete and accurate list of all Leases under which any Loan Party is the lesseeforth, as of the Closing Date showing the street addressDate, county or other relevant jurisdiction, state, lessor, lessee and expiration date. (ii) Schedule 5.07(d)(ii) sets forth a complete and accurate list of all leases of Real Estate real property under which any Loan Party is the lessor as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (e) Schedule 5.07(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted Subsidiary of a Loan Party on is the date hereoflessee as of such date, and which provide for annual rental payments in excess of $250,000, showing as of such date the date hereof street address thereof. Each such lease is the amountlegal, obligor valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or issuer other laws affecting creditors’ rights generally and maturitysubject to general principles of equity, if any, thereofregardless of whether considered in a proceeding in equity or at law.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of the Restricted Subsidiaries has good record, marketable and insurable title in fee simple to all owned Real Estate 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 Loan Party and each of the Restricted Subsidiaries has good record and marketable title to, or valid leasehold interests in, all personal 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. No Mortgage encumbers improved owned Real Estate 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 has been obtained in accordance with Section 6.07(b). . (b) The properties and assets of each Loan Party and each of the Restricted Subsidiaries are subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted Liens. . (c) Schedule 5.07(c) sets forth a complete and accurate list as of the Closing Date of all Real Estate owned by each Loan Party and each of the Restricted Subsidiaries showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. . (d) (i) Schedule 5.07(d)(i) sets forth a complete and accurate list of all Leases under which any Loan Party is the lessee, as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. . (ii) Schedule 5.07(d)(ii) sets forth a complete and accurate list of all leases of Real Estate under which any Loan Party is the lessor as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. . (e) Schedule 5.07(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted 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.. 5.08

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of the Restricted Subsidiaries has good record, marketable and insurable title in fee simple to all owned Real Estate 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 Loan Party and each of the Restricted Subsidiaries has good record and marketable title in fee simple (except for immaterial defects in title and except for other Liens permitted by Section 7.01) to, or valid leasehold interests in, all personal material 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. No Mortgage encumbers improved owned Real Estate that real property on which any building 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)6.07. (b) The properties and assets property of each Loan Party and each of the Restricted its Subsidiaries are is subject to no Liens, other than (i) with respect to Mortgaged Property, Permitted Encumbrances and (ii) with respect to all other properties and assets, Permitted LiensLiens permitted by Section 7.01. (c) Schedule 5.07(c7(a) sets forth a complete and accurate list as of the Closing Date of all Real Estate owned by each Loan Party and each of the Restricted Subsidiaries showing the street address, county or other relevant jurisdiction, state, record owner and book and estimated fair value thereof. (i) Schedule 5.07(d)(i) Perfection Certificate sets forth a complete and accurate list of all Leases under which any real property owned by each Loan Party is the lessee, as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. (ii) Schedule 5.07(d)(ii) sets forth a complete and accurate list of all leases of Real Estate under which any Loan Party is the lessor as of the Closing Date showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (e) Schedule 5.07(e) sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amountstreet address, obligor county or issuer other relevant jurisdiction, the purpose/use of each real property, the record owner thereof and maturitywhether the real property is to be encumbered by a Mortgage. Each Loan Party has good, if anymarketable and insurable fee simple title to the real property owned by such Loan Party, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) (ii) Schedule 7(a) of the Perfection Certificate sets forth a complete and accurate list of all Specified Leases of real property under which any Loan Party is the lessee as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, a description of the lease, lessor, lessee, the purpose/use of each leased real property and whether there exists 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 thereof, enforceable in accordance with its terms. As used herein, “Specified Lease” means (x) with respect to the Borrower and its Subsidiaries that are Loan Parties (before giving effect to the Acquisition), any lease of real property under which any such Loan Party is lessee as of the date hereof, and (y) with respect to the Acquired Business and its Subsidiaries that are Loan Parties, any lease of real property under which any such Loan Party is lessee as of the date hereof (A) used for the chief executive office of any such Loan Party, (B) used as a manufacturing facility, (C) consisting of a warehouse or storage facility in excess of 100,000 square feet, or (D) listed in the most recent report on Form 10-K of the Acquired Business filed with the SEC.