Common use of Title; Real Property Clause in Contracts

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Warnaco Entity has good and its Subsidiaries has valid and indefeasible marketable title to, or valid leasehold interests in, to all of its material properties and assets (including Material Owned Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is property purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderGroup, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower and its Subsidiaries have Each Warnaco Entity has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrowersuch Warnaco Entity’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse EffectOwned Real Property. (b) Set forth on Schedule 5.19(b4.19 (Real Property) hereto is a complete and accurate list, as of the Closing Date, list of all (i) owned Material Owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showingand all Material Leased Property, showing as of the Closing Date, the street address, county (or other relevant jurisdiction jurisdiction, state or stateprovince, and record owner. (c) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as As of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No no portion of any Material Owned Real Property or any Material Leased Property has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectrestored. As of the Closing Date, no No portion of any Mortgaged Real Property owned or leased by any Warnaco Entity is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which (unless flood insurance has been provided in accordance with Section 4.02(a)(iiiobtained). (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds been issued or appropriate to enable all Permits required in respect of all Real Property and for real property owned or leased by any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Warnaco Entity to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those which, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (e) None of the Borrower or any of its Subsidiaries No Warnaco Entity has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any Warnaco Entity or any part thereof, except those that which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Warnaco Entity has good and its Subsidiaries has valid and indefeasible marketable title to, or valid leasehold interests in, to all of its material properties and assets (including Material Owned Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is property purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderGroup, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower and its Subsidiaries have Each Warnaco Entity has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrowersuch Warnaco Entity’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse EffectOwned Real Property. (b) Set forth on Schedule 5.19(b4.19 (Real Property) hereto is a complete and accurate list, as of the Closing Date, list of all (i) owned Material Owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showingand all Material Leased Property, showing as of the Closing Date, the street address, county (or other relevant jurisdiction jurisdiction, state or stateprovince, and record owner. (c) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as As of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No no portion of any Material Owned Real Property or any Material Leased Property has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectrestored. As of the Closing Date, no No portion of any Mortgaged Real Property owned or leased by any Warnaco Entity is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which (unless flood insurance has been provided in accordance with Section 4.02(a)(iiiobtained). (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds been issued or appropriate to enable all Permits required in respect of all Real Property and for real property owned or leased by any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Warnaco Entity to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those which, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Global Material Adverse Effect. (e) None of the Borrower or any of its Subsidiaries No Warnaco Entity has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any Warnaco Entity or any part thereof, except those that which, in the aggregate, would not reasonably be expected to have a Global Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii4.01(a)(iv). (d) Except as would not reasonably be expected to have a Material Adverse Effect, (ia) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (iib) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iiic) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (ivd) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (ve) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vif) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as of the Closing Restatement Effective Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 1,000,000 showing, as of the Closing Restatement Effective Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Restatement Effective Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Restatement Effective Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Parent, each Borrower and its the other Restricted Subsidiaries has valid good and indefeasible marketable title (or the applicable jurisdictional equivalent of good and marketable title) to, or valid leasehold interests in, or other valid contractual occupancy or use right in, all of its material properties and assets (including Real each Mortgaged Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderParent, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower information provided by the Parent to the Administrative Agents, the Collateral Agent and its Subsidiaries have received the Lenders with respect to each Mortgaged Property is true and correct in all deeds, assignments, waivers, consents, non-disturbance material respects; provided that any information provided by or on behalf of the Loan Parties in response to flood due diligence and recognition or similar agreements, bills of sale flood insurance compliance inquiries shall be true and other documents, and have duly effected correct in all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effectrespects. (b) Set forth on Schedule 5.19(b) 4.19 is a complete and accurate list, as of the Closing Date, Effective Date of all (ia) owned Real Property of the Loan Parties (i) located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 10,000,000.00 showing, as of the Closing Effective Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) located outside of the United States with a reasonably estimated Fair Market Value in excess of $5,000,000.00 showing, as of the Effective Date, the street address, jurisdiction and the record owner thereof and (b) leased Real Property of the Loan Parties (i) located in the United States with net annual lease payments in excess of $1,000,000 10,000,000.00 showing, as of the Closing Effective Date, the street address and county (or other relevant readily identifiable description) and county thereof and (ii) located outside of the United States with net annual lease payments in excess of $5,000,000.00 showing, as of the Effective Date, the street address (or other readily identifiable description) and jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would could not reasonably be expected to have a Material Adverse Effect, (ia) each Loan Party has obtained and holds all Permits required in respect of all its Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (iib) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iiic) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (ivd) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person[reserved], (ve) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vif) neither the Parent, nor either Borrower has no any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Parent, any Borrower or any of its Subsidiaries other Restricted Subsidiary has received any notice, or has any knowledge, of any pendingpending condemnation proceeding, threatened or contemplated of any condemnation proceeding threatened in writing, affecting any material Real Property or any part thereof, except those that would could not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Parent and each Borrower, each other party thereto, has complied with all material obligations under all leases of material Real Property to which it is a party other than those the failure with which to comply would could not reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Parent and each Borrower, all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would could not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filedfiled of record, and, to the knowledge of the Parent and each Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would could not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Parent and each Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would could not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds8.2 (Liens, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse EffectEtc.). (b) Set forth on Schedule 5.19(b4.19 (Real Property) is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and showing, as of the Closing Second Amendment Effective Date, the current street addressaddress (including, county (or where applicable, county, state and other relevant jurisdiction or state) and the jurisdictions), record owner thereof and, where applicable, lessee and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) lessor thereof. (c) No Loan Party owns or holds, or is obligated under or a party to, any lease, option, right of first refusal or other contractual right to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Real Property of such Loan Party. (d) No portion of any Real Property of any Loan Party or any of its Subsidiaries has suffered any material damage by fire or other casualty loss that has not heretofore been completely substantially repaired and restored to its original condition other than those that would not reasonably be expected condition. Except as disclosed to have a Material Adverse Effect. As of the Closing DateAdministrative Agent, no portion of any Mortgaged Real Property of any Loan Party or any of its Subsidiaries to be subject to a Mortgage in favor of the Administrative Agent is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Authority. (de) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of been issued or appropriate to enable all Real Property and for of the Borrower or any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Subsidiaries to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those that, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (ef) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of the Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Co-Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02SECTION 8.2. The Co-Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documentsdocuments in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the perfect, Co-Borrower’s 's and its Subsidiaries’ Sub- sidiaries' right, title and interest in and to all such property, other than those that the failure to receive or effect, in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) SCHEDULE 4.19 is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and its Subsidiaries and showing, as of the Initial Closing Date, the current street addressaddress (including, county (or where applicable, county, state and other relevant jurisdiction or state) and the jurisdictions), record owner thereof and (iiwhere Co-Borrower or its Subsidiaries own such Real Property) leased or (where Co-Borrower or its Subsidiaries lease such Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or stateProperty) lessee thereof. (c) No portion of any All Permits required to have been issued or appropriate to enable all Real Property has suffered of Co-Borrower or any material damage by fire or other casualty loss that has not heretofore of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been completely repaired lawfully issued and restored to its original condition are in full force and effect, other than those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effectset forth on SCHEDULE 4.19(D), (i) each Loan Party has obtained and holds all Permits required in respect none of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Co-Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of Co-Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Warnaco Entity has good and its Subsidiaries has valid and indefeasible marketable title to, or valid leasehold interests in, to all of its material properties and assets (including Material Owned Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is property purported to be owned or leased by it, including those reflected on the most recent financial statements delivered Financial Statements made available by the Borrower hereunderGroup, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.027.2. The Borrower and its Subsidiaries have Each Warnaco Entity has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrowersuch Warnaco Entity’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse EffectOwned Real Property. (b) Set forth on Schedule 5.19(b) 4.19 hereto is a complete and accurate list, list of all Material Owned Real Property and all Material Leased Property as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, showing as of the Closing Date, the street address, county (or other relevant jurisdiction jurisdiction, state or stateprovince, and, with respect to each Material Owned Real Property, record owner. (c) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as As of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No no portion of any Material Owned Real Property or any Material Leased Property has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectrestored. As of the Closing Date, no portion of any Mortgaged Real Property owned by any Warnaco Entity is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which (unless flood insurance has been provided in accordance with Section 4.02(a)(iiiobtained). (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds been issued or appropriate to enable all Permits required in respect of all Real Property and for real property owned or leased by any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Warnaco Entity to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those which, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (e) None of the Borrower or any of its Subsidiaries No Warnaco Entity has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any Warnaco Entity or any part thereof, except those that which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b5.17(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Warnaco Entity has good and its Subsidiaries has valid and indefeasible marketable title to, or valid leasehold interests in, to all of its material properties and assets (including Material Owned Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is property purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderGroup, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower and its Subsidiaries have Each Warnaco Entity has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrowersuch Warnaco Entity’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse EffectOwned Real Property. (b) Set forth on Schedule 5.19(b4.19 (Real Property) hereto is a complete and accurate list, as of the Closing Date, list of all (i) owned Material Owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showingand all Material Leased Property, showing as of the Closing Date, the street address, county (or other relevant jurisdiction or jurisdiction, state, and record owner. (c) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as As of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No no portion of any Material Owned Real Property or any Material Leased Property has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectcondition. As of the Closing Date, no No portion of any Mortgaged Real Property owned or leased by any Warnaco Entity is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which (unless flood insurance has been provided in accordance with Section 4.02(a)(iiiobtained). (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds been issued or appropriate to enable all Permits required in respect of all Real Property and for real property owned or leased by any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Warnaco Entity to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those which, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (e) None of the Borrower or any of its Subsidiaries No Warnaco Entity has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any Warnaco Entity or any part thereof, except those that which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Parent and its Restricted Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderParent, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower Parent and each of its Restricted Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the BorrowerParent’s and each of its Restricted Subsidiaries’ right, title and interest in and to all such property, other than those that would could not reasonably be expected to result in a Material Adverse Effect. (b) . Set forth on Schedule 5.19(b) 4.19 is a complete and accurate list, as of the Closing Effective Date, of all (ia) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 3,000,000.00 showing, as of the Closing Effective Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (iib) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 1,000,000.00 showing, as of the Closing Effective Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) . No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would could not reasonably be expected to have a Material Adverse Effect. As of the Closing Effective Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Authority. Except as would could not reasonably be expected to have a Material Adverse Effect, (ia) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (iib) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iiic) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (ivd) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such personPerson, (ve) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vif) the neither Borrower has no any knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) . None of the Borrower Parent or any of its Restricted Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would could not reasonably be expected to have a Material Adverse Effect. (f) . Each of the Loan Parties, and, to the knowledge of the each Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would could not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would could not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the each Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would could not reasonably be expected to have a Material Adverse Effect. (g) . There are no pending or, to the knowledge of the either Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would could not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)6.27. (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Ultimate Parent Co-Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderUltimate Parent Co-Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Ultimate Parent Co-Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documentsdocuments in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the perfect, Ultimate Parent Co-Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that the failure to receive or effect, in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b4.19(b) is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and its Subsidiaries and showing, as of the Closing Restatement Effective Date, the current street addressaddress (including, county (or where applicable, county, state and other relevant jurisdiction or state) and the jurisdictions), record owner thereof and (iiwhere Ultimate Parent Co-Borrower or its Subsidiaries own such Real Property) leased or (where Ultimate Parent Co-Borrower or its Subsidiaries lease such Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or stateProperty) lessee thereof. (c) No portion of any All Permits required to have been issued or appropriate to enable all Real Property has suffered of Ultimate Parent Co-Borrower or any material damage by fire or other casualty loss that has not heretofore of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been completely repaired lawfully issued and restored to its original condition are in full force and effect, other than those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 4.19(d), (i) each Loan Party has obtained and holds all Permits required in respect none of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Ultimate Parent Co-Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of Ultimate Parent Co-Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (fe) Each of the Loan Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, anda legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(e), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person but subject to the knowledge granting clauses section of such Mortgage and Customary Permitted Liens of the Borrowertype set forth in clauses (a), each other party thereto(b), has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect (d), (e), (f) and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge (l) of the Borrower, no claim is being asserted, with respect to any lease payment under any lease definition of Real Property other than those that would not reasonably be expected to have a Material Adverse EffectCustomary Permitted Liens. (gf) There are no pending or, to the knowledge As of the BorrowerRestatement Effective Date, proposed special except as set forth on Schedule 4.19(f), no part of any Real Property in which Ultimate Parent Co-Borrower or any of its Subsidiaries possesses an interest (whether a fee interest, leasehold interest or otherwise) is subject to any mortgage or deed of trust or similar agreement affirmatively granted by Ultimate Parent Co-Borrower or any such Subsidiary other assessments for public improvements or otherwise affecting any material portion than in favor of the owned Real PropertyCollateral Agent for the benefit of the Secured Parties. As of the Restatement Effective Date, neither Ultimate Parent Co-Borrower nor are there WII Co-Borrower or any contemplated improvements to such owned Real Property that may result of its Subsidiaries, has engaged in such special or other assessments, other than those any Sale and Lease-Back Transaction (as defined in the Pledge and Security Agreement) that would not reasonably be expected to have a Material Adverse Effectreduce or has had the effect of reducing the Indenture Threshold Amount (as defined in the Pledge and Security Agreement).

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2 (Liens, Etc.). The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documentsdocuments in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect perfect, the Borrower’s 's and its Subsidiaries’ ' right, title and interest in and to all such property, other than those that except where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b4.19 (Real Property) is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and its Subsidiaries and showing, as of the Closing Date, the current street addressaddress (including, county (or where applicable, county, state and other relevant jurisdiction or state) and the jurisdictions), record owner thereof and, where applicable, lessee thereof. (c) Except for properties described as leased by the Borrower and its Subsidiaries on Schedule 4.19 (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showingProperty), as of the Closing Date, the street address and county (no Loan Party nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any lease, option, right of first refusal or other relevant jurisdiction contractual right to purchase, acquire, sell, assign, dispose of or state) thereoflease any Real Property of such Loan Party or any of its Subsidiaries. (cd) No As of the Closing Date, no portion of any Real Property of any Loan Party or any of its Subsidiaries has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectcondition. As of the Closing Date, no No portion of any Mortgaged Real Property of any Loan Party or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Authority. (de) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of been issued or appropriate to enable all Real Property and for of the Borrower or any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Subsidiaries to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those that, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (ef) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of the Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b5.17(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits 65833673_5 will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the U.S. Borrower and its Subsidiaries Subsidiary Guarantors has valid and indefeasible insurable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) real property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderU.S. Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2 (Liens, Etc.). The U.S. Borrower and its Subsidiaries the Subsidiary Guarantors have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the U.S. Borrower’s and its Subsidiariessuch Subsidiary Guarantors’ right, title and interest in and to all such property, other than those that except where the failure to do so would not be reasonably be expected likely to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as All Permits necessary for the conduct of the Closing Date, business in all material respects as presently conducted or all Permits required to have been issued or appropriate to enable all real property owned or leased by the U.S. Borrower or any of its Subsidiaries to be lawfully occupied and used for all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Datepurposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that that, in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii).AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (d) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (ec) None of the U.S. Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated pending condemnation proceeding affecting any Real Property real property owned or leased by the U.S. Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each Subject to the provisions of the Borrower Bankruptcy Code, each Loan Party and its each of their respective Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is property purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower Subject to the provisions of the Bankruptcy Code, the Loan Parties and its their respective Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s Loan Parties' and its their respective Subsidiaries’ ' right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) 4.18 hereto is a complete and accurate listlist of all material Real Property owned by the each Loan Party or any Subsidiary thereof showing as of the Closing Date the street address, as county or other relevant jurisdiction, state, and record owner. (c) As of the Closing Date, of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No no portion of any material Real Property owned or leased by any Loan Party or any Subsidiary thereof has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectcondition. As of the Closing Date, no No portion of any Mortgaged Real Property owned or leased by any Loan Party or any Subsidiary thereof is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Authority. (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each been issued or appropriate to enable all real property owned or leased by any of the Loan Party has obtained and holds all Permits required in respect Parties or any of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed their respective Subsidiaries to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those which, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome would not reasonably be likely to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permithave a Material Adverse Effect. (e) None of the Borrower Loan Parties or any of its their respective Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by any of the Loan Parties or any of their respective Subsidiaries or any part thereof, except those that which, in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid to leasehold interests in, in or rights in all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documentsdocuments in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect perfect, the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that would not except to the extent the failure to have received or effected the same could reasonably be expected to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) 4.18 is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and its Subsidiaries and showing, as of the Closing Date, the current street address, county address (or other relevant jurisdiction or including city and state) and the record Subsidiary which is the owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) lessee thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected All Permits required to have a Material Adverse Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would not reasonably be expected issued or appropriate to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of enable all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice(and in the case of a Debtor, or has any knowledgesubject to the Interim Order (and the Final Order when entered)) to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except other than those that would could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Restricted Subsidiaries has valid and indefeasible title to, or valid leasehold interests in, all of its material properties and assets (including the Mortgaged Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2. The Borrower and each of its Restricted Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s and each of its Restricted Subsidiaries’ right, title and interest in and to all such property, other than those that would could not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) 4.19 is a complete and accurate list, as of the Closing Effective Date, of all (ia) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 5,000,000.00 showing, as of the Closing Effective Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (iib) leased Real Property located in the United States with net annual lease payments in excess of $1,000,000 3,000,000.00 showing, as of the Closing Effective Date, the street address (or other readily identifiable description) and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would could not reasonably be expected to have a Material Adverse Effect. As Other than the Mortgaged Property located at the Port of Gulfport, Mississippi, as of the Closing Effective Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Authority. (d) Except as would could not reasonably be expected to have a Material Adverse Effect, (ia) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (iib) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iiic) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (ivd) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such personPerson, (ve) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vif) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Restricted Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would could not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would could not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would could not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would could not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would could not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each Loan Party and each of its respective Subsidiaries owns fee simple absolute title to all of the Borrower and its Subsidiaries has valid and indefeasible title toReal Estate Assets purported to be owned by such Loan Party or Subsidiary, or valid leasehold interests inwhich Real Estate Assets are described in Schedule 4.19(a), all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material personal property, in each case that is other properties and assets purported to be owned by such Loan Party or leased by itSubsidiary, including those valid leasehold interests of such Loan Party or Subsidiary pursuant to the Leases listed on Schedule 4.19(b) and all property reflected on in the most recent financial statements Financial Statements delivered by the Borrower hereunderParent (other than those properties or assets sold thereafter (if sold on or prior to the Closing Date) in the ordinary course of business or as permitted under Section 7.6(a) or (if sold after the Closing Date) as permitted under Section 7.6), and none of such the properties and assets of any Loan Party or any of its Subsidiaries, including any Real Property Asset, is subject to any LienLiens, except for Liens permitted under Section 7.02granted to the Agent pursuant to the Loan Documents and Permitted Liens. The Borrower Each Loan Party and each of its Subsidiaries have has received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have has duly effected all recordings, filings and other actions actions, necessary to establish, protect and perfect the Borrower’s and its Subsidiaries’ such Loan Party's or Subsidiary's right, title and interest in and to all such propertyproperty except, with respect to any properties (other than those that would any Mortgaged Properties), for any documents which the failure to receive or actions which the failure to take could not reasonably be expected to result in a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property located individually or in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to aggregate have a Material Adverse Effect. As Except as permitted by this Agreement, all such properties and assets are free and clear of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Liens. (db) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Each Real Estate Asset owned by any Loan Party has obtained and holds all Permits required in respect or any Subsidiary, together with the name of all Real Property and for any other property otherwise operated by or on behalf ofthe owner of record thereof, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effectan accurate street address, and each a description of the use of such real property (if other than as a Theater) or, if used as a Theater, whether used as an Art Theater or as an Other Theater, are set forth on Schedule 4.19(a) hereto. All Real Estate Assets leased by any Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice(whether by lease, sublease or has any knowledgeassignment and whether such Loan Party or Subsidiary is landlord or tenant (whether directly or as an assignee or successor in interest)) are listed on Schedule 4.19(b), setting forth an accurate street address, a description of any pendingthe use of such real property (if other than as a Theater) or, threatened if used as a Theater, whether used as an Art Theater or contemplated condemnation proceeding affecting any Real Property or any part thereofas an Other Theater and information regarding the parties thereto, except those that would not reasonably be expected to have a Material Adverse Effect. the type of instrument, the commencement date, expiration date, renewal options (fif any) and annual base rents for the years 1999 through 2003. Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those for which the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.expiration date specified on Schedule 4.19

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.028.2 (Liens, Etc.). The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documentsdocuments in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect perfect, the Borrower’s 's and its Subsidiaries’ ' right, title and interest in and to all such property, other than those that except in the case of Collateral with respect to which the Administrative Agent has a junior priority Lien in accordance with the Pledge and Security Agreement and the Mortgages where the failure to do so would not reasonably be expected to result in have a Material Adverse Effect. (b) Set forth on Schedule 5.19(b4.19 (Real Property) is a complete and accurate list, as of the Closing Date, list of all (i) owned Real Property located in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 each Loan Party and its Subsidiaries and showing, as of the Closing Date, the current street addressaddress (including, county (or where applicable, county, state and other relevant jurisdiction or state) and the jurisdictions), record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showingand, as of the Closing Datewhere applicable, the street address and county (or other relevant jurisdiction or state) lessee thereof. (c) No Loan Party nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any lease, option, right of first refusal or other contractual right to purchase, acquire, sell, assign, dispose of or lease (as lessor) any Real Property of such Loan Party or any of its Subsidiaries. (d) No portion of any Real Property of any Loan Party or any of its Subsidiaries has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse Effectcondition. As of the Closing Date, no No portion of any Mortgaged Real Property of any Loan Party or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section 4.02(a)(iii)Authority. (de) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of been issued or appropriate to enable all Real Property and for of the Borrower or any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Subsidiaries to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permitsother than those that, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permitwould not have a Material Adverse Effect. (ef) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of the Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower and its Subsidiaries has valid good and indefeasible marketable title to, or valid leasehold interests in, all of its material properties and assets (including Real Property) Property and good title to, or valid leasehold interests in, to all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 7.02SECTION 8.2 (LIENS, ETC.). The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower’s 's and its Subsidiaries’ ' right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material Adverse Effect.. 71 (b) Set forth on Schedule 5.19(bSCHEDULE 4.19 (REAL PROPERTY) is a complete and accurate list, list of all Real Property owned or leased by each Loan Party as of the Closing Date, of all (i) owned Real Property located in the United States Date with a reasonably estimated Fair Market Value in excess of $3,000,000 1,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property owned or leased by any Loan Party or any of its Subsidiaries has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse EffectEffect in the aggregate. As of the Closing Date, no No portion of any Mortgaged Real Property owned or leased by any Loan Party or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided that would not have a Material Adverse Effect in accordance with Section 4.02(a)(iii)the aggregate. (d) Except as would not reasonably be expected All Permits required to have a Material Adverse Effect, (i) each Loan Party has obtained and holds all Permits required in respect of been issued or appropriate to enable all Real Property and for owned or leased by the Borrower or any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed Subsidiaries to be conducted, (ii) lawfully occupied and used for all such Permits of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred other than those that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or not have a Material Adverse Effect in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by the Borrower or any of its Subsidiaries or any part thereof, except those that that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably be expected to have a Material Adverse Effect. (g) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. (a) Each of the Borrower Group Member has good and its Subsidiaries has valid marketable fee simple title to all owned real property and indefeasible title to, or valid leasehold interests inin all leased real property, in each case, as of the Closing Date, as set forth on Schedule 4.16, in all of its material properties leased real property, other than, in each case, as would not have a Material Adverse Effect, and assets (including Real Property) and good title to, or valid leasehold interests in, owns all material personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial statements Financial Statements delivered by the Borrower hereunderBorrower, and none of such properties and assets property is subject to any LienLien except Permitted Liens. Each Group Member has complied with all obligations under all leases to which it is a party, except Liens permitted under Section 7.02. The Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary where the failure to establish, protect and perfect the Borrower’s and its Subsidiaries’ right, title and interest in and to all such property, other than those that comply would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (b) Set forth on Schedule 5.19(b) is a complete , and accurate listall such leases are in full force and effect, as except leases in respect of which the Closing Date, of all (i) owned Real Property located failure to be in the United States with a reasonably estimated Fair Market Value in excess of $3,000,000 showing, as of the Closing Date, the street address, county (or other relevant jurisdiction or state) full force and the record owner thereof and (ii) leased Real Property located in the United States with annual lease payments in excess of $1,000,000 showing, as of the Closing Date, the street address and county (or other relevant jurisdiction or state) thereof. (c) No portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition other than those that effect would not reasonably be expected to have a Material Adverse Effect. As of the Closing DateEach Group Member enjoys peaceful and undisturbed possession under all such leases, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for leases in respect of which flood insurance has been provided in accordance with Section 4.02(a)(iii). (d) Except as would the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have a Material Adverse Effecthave, (i) each Loan Party has obtained and holds all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. (e) None of the Borrower or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not reasonably be expected to have a Material Adverse Effect. (f) Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge None of the Borrower, no claim Group Members is being asserted, with respect to any lease payment obligated under any lease right of Real Property first refusal, option or other than those that would not reasonably be expected contractual right to have a Material Adverse Effectsell, assign or otherwise dispose of any real property or any interest therein. (gb) There are no pending orSet forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof,and (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such real property that the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to Sell such owned Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have a Material Adverse Effectreal property.