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, insurable 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 and Permitted Liens. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.01, 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 (including all Specified Real Estate), showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (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 and expiration date. 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(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 and expiration date. 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(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 Credit Party and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) The property of each Loan Credit Party and each of its Subsidiaries is subject to no Liens, Liens other than Liens set forth on Schedule 7.01, 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 Credit Party and each of its Subsidiaries (including all Specified Real Estate)as of the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, state and record owner thereof. Each Credit Party and book each of its Subsidiaries has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to the real property owned by such Credit Party or such Subsidiary, free and clear of all Liens, other than Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Credit Party or any Subsidiary of a Loan Credit Party is the lesseelessee as of the Closing Date (other than intercompany leases among the Credit Parties), showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law). (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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 and Permitted Liens. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.01, 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 (including all Specified Real Estate), showing as of the date hereof of the last required supplement (if any) to such Schedule pursuant to Section 6.02(h) the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (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 and expiration date. 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(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 and expiration date. 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(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 hereofof the last required supplement (if any) to such Schedule pursuant to Section 6.02(h), 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 its Subsidiaries has good record, insurable 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 the Permitted Encumbrances, Liens set forth on Schedule 5.08(b) and Liens created or 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 and Permitted LiensEffect. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set Set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (c5.08(b) Schedule 5.08(c) sets forth hereto is a complete and accurate list of all Liens on the property or assets of any Loan Party or any of its Subsidiaries as of the date hereof, showing as of the date hereof the lienholder thereof and the property or assets of such Loan Party or such Subsidiary subject thereto. As of the date hereof, the property of Holdings and its Subsidiaries is subject to no Liens other than Permitted Encumbrances, Liens set forth on Schedule 5.08(b), Liens permitted by Section 7.01 and such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Set forth on Schedule 5.08(c) hereto is a complete and accurate list as of the date hereof of all real property owned by each any Loan Party and each or any of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i) sets forth hereto is a complete and accurate list as of the date hereof of all Leases 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, lessee lessee, expiration date and expiration date. 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(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 and expiration date. 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(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, annual rental cost thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party of the Borrower and each of its Subsidiaries Subsidiary has good record, insurable 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 and Permitted LiensEffect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens existing on the Closing Date on the property or assets of each 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 is subject to no Liens, other than Liens set forth on Schedule 7.01, 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 (including all Specified Real Estate)existing on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book good faith estimate of the fair value thereof. Each Loan Party and reasonably estimated Fair Market Value thereofeach 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 Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases 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 the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease material lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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 and Permitted Liens[Reserved]. (b) The Set forth on Schedule 5.18(b) 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 Subsidiaries is as of the Closing Date, showing as of the Closing 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 to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01thereto. (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 Subsidiaries as of the later of (including all Specified Real Estatex) 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 value thereof. Each Loan Party or such Subsidiary has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i5.18(d)(i) sets forth hereto is a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the BorrowerParent, each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 The Borrower and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) 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 7.01, 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 the Borrower and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value fair value thereof. Each Loan Party and each of its Subsidiaries has good and marketable title to the real property owned by the Borrower or such Subsidiary, free and clear of all Liens, other than Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Party the Borrower or any Subsidiary of a Loan Party the Borrower is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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 and Permitted LiensEffect. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.015.08(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 and as of the date by which such Schedule is required to be updated pursuant to Sections 6.02(g) and 6.15 of all real property owned by each Loan Party and each of its Subsidiaries (including all Specified Real Estate)Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party and reasonably estimated Fair Market Value thereofeach 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) Following the Closing Date, except for any Leases acquired after Schedule 5.08(d) sets forth as of the date on hereof and as of the date by which such Schedule was most recently is required to be updated pursuant to Section 6.02(h): (iSections 6.02(g) Schedule 5.08(d)(i) sets forth and 6.15 a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, and each Lease is in full force and effect without material amendment or modification from the form or copy delivered to Lenders except for amendments permitted hereunder; no default by any party exists under any such Lease that could result in termination of such Lease, nor has any event occurred which, with the passage of time or the giving of notice, or both, would constitute such a default, except for a default permitted by Section 6.16. (iie) Schedule 5.08(d)(ii5.08(e) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing lessor as of the date hereof and as of the date by which such Schedule is required to be updated pursuant to Sections 6.02(g) and 6.15, showing the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (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, insurable and marketable indefeasible 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 and Permitted LiensEffect. (b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all record Liens on the property or assets of any Loan Party or any 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 Holdings and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.015.08(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 any Loan Party and each or any of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value management’s estimate of the fair value thereof. Each Loan Party or such Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i) sets forth hereto is a complete and accurate list of all Leases 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, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as such could not reasonably be expected to have a Material Adverse Effect. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 Set forth on Schedule 5.17(a) hereto is a complete and accurate list of all Surviving Debt, showing, as of the date hereof, the obligor and the principal amount outstanding thereunder. (a) Set forth on Schedule 5.17(b) hereto is a complete and accurate list of all Liens on the property or assets of any Loan Party and each or any of its Subsidiaries has good recordas of the date hereof, insurable showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby (if greater than $250,000) and marketable title in fee simple to, the property or valid leasehold interests in, all real property necessary assets of such Loan Party 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 and Permitted LiensSubsidiary subject thereto. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set Set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (c5.17(c) 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 Subsidiaries (including all Specified Real Estate)as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party or such Subsidiary has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (dc) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i5.17(d)(i) sets forth hereto is a complete and accurate list of all Leases leases of real property under which any Loan Party or any Subsidiary of a its Subsidiaries is the lessee as of the date hereof, which require the payment of rent in excess of $125,000 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 the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the US Borrower, each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 Set forth on Schedule 5.17(a) hereto is a complete and each accurate list of its Subsidiaries has good recordall Surviving Debt, insurable showing, as of the date hereof, the obligor 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 and Permitted Liensprincipal amount outstanding thereunder. (b) The Set forth on Schedule 5.17(b) 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 Subsidiaries is as of the date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby (if greater than $250,000) and the property or assets of such Loan Party or such Subsidiary subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01thereto. (c) Set forth on Schedule 5.08(c5.17(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 Subsidiaries (including all Specified Real Estate)as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party or such Subsidiary has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i5.17(d)(i) sets forth hereto is a complete and accurate list of all Leases leases of real property under which any Loan Party or any Subsidiary of a its Subsidiaries is the lessee as of the date hereof, which require the payment of rent in excess of $125,000 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 the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the US Borrower, each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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.Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm

Ownership of Property; Liens; Investments. (a) Each Loan Party The Borrower and each of its Domestic Subsidiaries has good record, insurable and marketable title in fee simple to, or valid leasehold interests in, all real property Real Property necessary or used to conduct its business in the ordinary conduct of its business, course except for such (i) Permitted Liens and (ii) minor 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 Effect conduct its business as currently conducted or to utilize such properties and Permitted Liensassets for their intended purposes. Since January 14, 2016, no portion of the Real Property of any Credit Party has suffered any material damage by fire or other casualty loss that has not been repaired and restored to the extent required by this Agreement. (b) The property Schedule 5.4(a)(i) of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) the Asset Purchase Agreement sets forth a complete and accurate list of all real property material Real Property owned by each Loan Credit Party and each of its Subsidiaries (including all Specified Real Estate)on the Effective Date, showing as of the date hereof the street addresslocation (including state) and the record owner. Each Credit Party has good and marketable fee simple title to such Real Property owned in fee by such Credit Party, county or free and clear of all Liens, other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereofthan Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (ic) Schedule 5.08(d)(i5.4(c) of the Asset Purchase Agreement sets forth a complete and accurate list of all Leases material leases of real property under which any Loan Party or any Subsidiary of a Loan Credit Party is the lesseelessee on the Effective Date, showing as of the date hereof Effective Date the street address, county or other relevant jurisdiction, location (including state), lessor, lessee lessee, and the expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor applicable Credit Party thereof, enforceable in accordance with its terms. (iid) Except as set forth on Schedule 5.08(d)(ii5.4(a)(ii) sets forth a complete and accurate list of all Leases the Asset Purchase Agreement, no Credit Party is obligated under any right of real property under which first refusal or option to sell or assign any Loan Real Property of any Credit 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 and expiration date. 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 termsinterest therein. (e) Schedule 5.08(eNo Credit Party has suffered, permitted or initiated the joint assessment of any material Real Property owned by the Credit Parties with any other real property constituting a separate tax lot. Each material parcel of Real Property owned by the Credit Parties is composed of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. (f) 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 As of the date hereof Effective Date, the amountCredit Parties do not own any Real Property on which any improvement is located that is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, obligor or issuer except for properties that are in compliance with laws and maturityrequirements applicable to such Special Flood Hazard Areas, if anyincluding, thereofwithout limitation, the laws and requirements that govern the National Flood Insurance Program.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries The Borrower has good record, insurable 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 and Permitted LiensEffect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of the Borrower securing Indebtedness, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of the Borrower. The property of each Loan Party and each of its Subsidiaries the Borrower is subject to no Liens, other than Liens set forth on Schedule 7.015.08(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 the Borrower as of its Subsidiaries (including all Specified Real Estate)the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value fair value thereof. The Borrower has good, marketable and insurable fee simple title to the real property owned by the Borrower, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Party or any Subsidiary of a Loan Party the Borrower 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease 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 (whether enforcement is sought by proceeding in equity or at law). (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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 and Permitted LiensEffect. (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 7.015.08(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 (including all Specified Real Estate)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 reasonably estimated Fair Market Value 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) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases 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 (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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the any Borrower, each such Lease 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 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 (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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the any Borrower, each such Lease lease is the legal, valid and binding obligation of the 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 hereofhereof (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, insurable record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary to operate its business 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 Effect and Permitted LiensEffect. (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 (other than Liens pursuant to any Loan Document), as of the date hereof showing the lienholder 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 7.015.08(b), and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c4(a) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries (including all Specified Real Estate), showing as of the date hereof showing the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value 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) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i4(a) of the Collateral Disclosure Schedule sets forth a complete and accurate list of all Leases 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 showing the street address, county or other relevant jurisdiction, state, lessor, lessor and lessee thereof and expiration date. To whether any Lease requires the knowledge consent of the Borrowerlandlord or tenant thereunder, each or other party thereto. Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 of the Borrower and each of its Subsidiaries Subsidiary has good record, insurable 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 and Permitted LiensEffect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens existing on the Closing Date on the property or assets of each 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 is subject to no Liens, other than Liens set forth on Schedule 7.01, 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 party and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book good faith estimate of the fair value thereof. Each Loan Party and reasonably estimated Fair Market Value thereofeach 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 Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases material 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 and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease material lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 The Borrower and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of 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 7.015.08(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 Borrower and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value fair value thereof. 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 permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (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 Set forth on Schedule 5.17(a) hereto is a complete and each accurate list of its Subsidiaries has good recordall Surviving Debt, insurable showing, as of the date hereof, the obligor 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 and Permitted Liensprincipal amount outstanding thereunder. (b) The Set forth on Schedule 5.17(b) 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 Subsidiaries is as of the date hereof, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby (if greater than $250,000) and the property or assets of such Loan Party or such Subsidiary subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01thereto. (c) Set forth on Schedule 5.08(c5.17(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 Subsidiaries (including all Specified Real Estate)as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party or such Subsidiary has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i5.17(d)(i) sets forth hereto is a complete and accurate list of all Leases leases of real property under which any Loan Party or any Subsidiary of a its Subsidiaries is the lessee as of the date hereof, which require the payment of rent in excess of $125,000 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 the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the US Borrower, each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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 and Permitted LiensEffect. (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 7.015.08(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 (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value 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) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i7(a) of the Perfection Certificate sets forth a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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, insurable 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, including all leases relating to real property on which a Restaurant is situated, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and Permitted LiensEffect. (b) The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (c) Schedule 5.08(c) (as such schedule may be updated from time to time pursuant to Section 6.02) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, state and record owner with respect to all real property owned and book set forth thereon. Each Loan Party and reasonably estimated Fair Market Value thereofeach of its Subsidiaries has good and marketable 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) Following the Closing Date, except for any Leases acquired after the date on which Schedule 5.08(d) (as such Schedule was most recently schedule may be updated from time to time pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i6.02) 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 or lessor, as applicable, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease is the legal, valid and binding obligation of the each such Loan Party as lessee or lessor thereof, as applicable, enforceable in accordance with its terms. (ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list , except to the extent the failure 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 and expiration date. To the knowledge of the Borrower, each such Lease is the legalto be so enforceable would not cause, valid and binding obligation of the lessee thereof, enforceable or could not reasonably be expected to result in accordance with its termsa Material Adverse Effect. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Investments held Franchised Unit Locations franchised by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as Franchisor to any Franchisee as of the date hereof Closing Date. (f) Schedule 5.08(f) sets forth a list of all material Investments (but excluding interests in real property, Cash Equivalents, cash, intercompany Investments by one Loan Party in another Loan Party and Equity Interests in any Loan Party) held by any Loan Party or any Subsidiary thereof. Schedule 5.08(f) shows, with respect to Investments consisting of promissory notes, the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party of the Borrower and each of its Subsidiaries Subsidiary has good record, insurable 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 and Permitted LiensEffect. (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 7.01, 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 party and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book good faith estimate of the fair value thereof. Each Loan Party and reasonably estimated Fair Market Value thereofeach 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 Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases 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 and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 The Borrower and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of 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 7.015.08(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 Borrower and each of its Subsidiaries (including 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 Specified Real Estate)Liens, showing as of other than Liens permitted by the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereofLoan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (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 and expiration date. 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(d)(ii) sets forth a complete and accurate list of all Leases Each lease 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 and expiration date. To the knowledge of the Borrower, each such Lease lessor is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms. (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 hereofhereof (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, insurable 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 as currently conducted, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and Permitted LiensEffect. (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 (i) Liens set forth on Schedule 7.015.08(b), and as otherwise permitted by Section 7.017.01 and (ii) obligations to convey properties to Indian Tribes pursuant to the Land Transfer Agreements. (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 (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party and reasonably estimated Fair Market Value thereofeach 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) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases material 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 of the Borrower and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) The 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 Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of the Borrower or such Subsidiary subject thereto. The property of the Borrower and each Subsidiary is subject to no Liens, other than Liens set forth on Schedule 7.015.08(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 with a fair market value in excess of $1,000,000 owned by each Loan Party the Borrower and each of its Subsidiaries (including all Specified Real Estate)Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value fair value thereof. Each of the Borrower and its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by the Borrower or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases leases of real property with a fair market value in excess of $1,000,000 under which any Loan Party or any Subsidiary of a Loan Party the Borrower and its Subsidiaries is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 Party, other than the Excluded Guarantors, has good record, insurable 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 and Permitted Liens. (b) Effect. The property of each Loan Party Borrower and each of its Subsidiaries the Designated Guarantors is subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (cb) Schedule 5.08(c5.08(b) sets forth a complete and accurate list of all real Liens on the property owned by or assets of each Loan Party, other than the Excluded Guarantors, 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 subject thereto. (i) Schedule 1.01G sets forth a complete and accurate list of all Unit Locations of each of its Subsidiaries (including all Specified Real Estate)Loan Party, other than the Excluded Guarantors, showing as of the date hereof the street address, county or other relevant jurisdiction, state, and to the extent such Unit Location is owned by such Loan Party, the record owner owner, and book and reasonably estimated Fair Market Value fair value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (iii) Schedule 5.08(d)(i) 1.01F 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 Party, other than the Excluded Guarantors, is the lessee, showing as of the date hereof the street address, county lessee or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 and expiration date. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessee lessor or lessee, as applicable thereof, enforceable in accordance with its terms. (ed) Schedule 5.08(e5.08(d) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party Party, other than the Excluded Guarantors, on the date hereofFunding Date, showing as of the date hereof Funding 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, insurable 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 Effect, and subject to Permitted LiensEncumbrances. (b) The property As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all 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 is subject the Easements set forth therein, the grantor, grantee, instrument date, recording information, the county or other relevant jurisdiction, state and record owner as in effect immediately prior to no the Closing Date. Each Loan Party has defensible title to all material Real Property owned by and Easements granted in favor of such Loan Party, free and clear of all Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01Permitted Encumbrances. (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 leases of its Subsidiaries (including all Specified Real Estate), showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases of real property 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrowerapplicable 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 terms.terms (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) Schedule 5.08(d)(ii) sets forth could not reasonably be expected to have 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 and expiration date. 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 termsMaterial Adverse Effect. (e) Schedule 5.08(eThe 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) sets forth 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 complete and accurate list Material Adverse Effect. (f) There is not presently any occurrence of all Investments held by any Loan Party (i) breach or any Subsidiary event of a Loan Party default on the date hereof, showing as part of the date hereof Loan Parties with respect to any Easement, (ii) to the amountbest knowledge of the Loan Parties, obligor breach or issuer event of default on the part of any other party to any Easement, and maturity(iii) event that, if anywith the giving of notice of lapse of time or both, thereofwould 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, insurable 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 Effect, and subject to Permitted LiensEncumbrances. (b) The property As of the Closing Date, Schedule 5.08(b) sets forth a complete and accurate list of all 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 is subject the Easements set forth therein, the grantor, grantee, instrument date, recording information, the county or other relevant jurisdiction, state and record owner as in effect immediately prior to no the Closing Date. Each Loan Party has defensible title to all material Real Property owned by and Easements granted in favor of such Loan Party, free and clear of all Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01Permitted Encumbrances. (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 leases of its Subsidiaries (including all Specified Real Estate), showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and reasonably estimated Fair Market Value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases of real property 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrowerapplicable 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 terms.terms (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) Schedule 5.08(d)(ii) sets forth could not reasonably be expected to have 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 and expiration date. 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 termsMaterial Adverse Effect. (e) Schedule 5.08(eThe 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) sets forth 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 complete and accurate list Material Adverse Effect. (f) There is not presently any occurrence of all Investments held by any Loan Party (i) breach or any Subsidiary event of a Loan Party default on the date hereof, showing as part of the date hereof Loan Parties with respect to any Easement, (ii) to the amountbest knowledge of the Loan Parties, obligor breach or issuer event of default on the part of any other party to any Easement, and maturity(iii) event that, if anywith the giving of notice of lapse of time or both, thereofwould 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, insurable 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 and Permitted Liens[Reserved]. (b) The Set forth on Schedule 5.18(b) 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 Subsidiaries is subject to no Liens, as of the date hereof (other than Liens set forth on Schedule 7.01securing Obligations under the Existing Parent Credit Agreement), showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby (if greater than $1,000,000) and as otherwise permitted by Section 7.01the property or assets of such Loan Party or such Subsidiary subject thereto. (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 Subsidiaries as of the later of (including all Specified Real Estatex) 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 value thereof. Each Loan Party or such Subsidiary has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Set forth on Schedule 5.08(d)(i5.18(d)(i) sets forth hereto is a complete and accurate list of all Leases 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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the BorrowerParent, each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms. (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, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 Credit Party and each of its Subsidiaries has good record, insurable 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 and Permitted LiensEffect. (b) The property of each Loan Credit Party and each of its Subsidiaries is subject to no Liens, Liens other than Liens set forth on Schedule 7.01, 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 Credit Party and each of its Subsidiaries (including all Specified Real Estate)as of the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, state and record owner thereof. Each Credit Party and book each of its Subsidiaries has good, marketable and reasonably estimated Fair Market Value thereofinsurable fee simple title to the real property owned by such Credit Party or such Subsidiary, free and clear of all Liens, other than Permitted Liens. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Credit Party or any Subsidiary of a Loan Credit Party is the lesseelessee as of the Closing Date (other than intercompany leases among the Credit Parties), showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law). (ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all Leases leases of real property under which any Loan Credit Party or any Subsidiary of a Loan Credit Party is the lessorlessor as of the Closing Date (other than intercompany leases among the Credit Parties), showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration datedate thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought 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, 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, insurable 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 and Permitted LiensEffect. (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 7.015.08(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 (including all Specified Real Estate)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 reasonably estimated Fair Market Value 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) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h):) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all Leases 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 (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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease 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 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 (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 lessee, expiration date and expiration dateannual rental cost thereof. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the 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, 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 Party, other than the Excluded Guarantors, has good record, insurable 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 and Permitted Liens. (b) Effect. The property of each Loan Party Borrower and each of its Subsidiaries the Designated Guarantors is subject to no Liens, other than Liens set forth on Schedule 7.01, and as otherwise permitted by Section 7.01. (cb) Schedule 5.08(c5.08(b) sets forth a complete and accurate list of all real Liens on the property owned by or assets of each Loan Party, other than the Excluded Guarantors, 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 subject thereto. (i) Schedule 1.01F sets forth a complete and accurate list of all Unit Locations of each Loan Party and each of its Subsidiaries (including all Specified Real Estateother than the Excluded Guarantors), showing as of the date hereof the street address, county or other relevant jurisdiction, state, and to the extent such Unit Location is owned by such Loan Party, the record owner owner, and book and reasonably estimated Fair Market Value fair value thereof. (d) Following the Closing Date, except for any Leases acquired after the date on which such Schedule was most recently updated pursuant to Section 6.02(h): (iii) Schedule 5.08(d)(i) 1.01E 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 Party, other than the Excluded Guarantors, is the lessee, showing as of the date hereof the street address, county lessee or other relevant jurisdiction, state, lessor, lessee and expiration date. 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(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 and expiration date. To the knowledge of the Borrower, each Each such Lease lease is the legal, valid and binding obligation of the lessee lessor or lessee, as applicable thereof, enforceable in accordance with its terms. (ed) Schedule 5.08(e5.08(d) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party Party, other than the Excluded Guarantors, on the date hereofFunding Date, showing as of the date hereof Funding Date the amount, obligor or issuer and maturity, if any, thereof.