Common use of Title; Real Property Clause in Contracts

Title; Real Property. Each Loan Party has good and marketable title to, or valid leasehold interests in, all real or immovable property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement), and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.02. The Loan Parties have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ right, title and interest in and to all such property that is included in the Borrowing Base. (a) Set forth on Schedule 3.21 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business of each Loan Party and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists. (b) Except as set forth on Schedule 3.21 as of the Effective Date, no Loan Party owns or holds, or is obligated under, subject to or a party to, any lease, option, right of first refusal or other right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Property or any material real or immovable property of such Loan Party.

Title; Real Property. (a) Each Loan Party of the Borrowers and their respective Subsidiaries has good and marketable title to, or valid leasehold interests in, all real or immovable property Real Property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)Company, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.028.2 (Liens, Etc.). The Loan Parties Borrowers and each of their respective Subsidiaries have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ each Borrower's and its Subsidiaries' right, title and interest in and to all such property that is included in the Borrowing Baseproperty. (ab) Set forth on Schedule 3.21 4.19 (Real Property) is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business Real Property of each Loan Party and showing showing, as of the Closing Date, the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) where applicable, lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists. (bc) Except as set forth on Schedule 3.21 as of the Effective Date, no No Loan Party nor any of its Subsidiaries owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Real Property or any material real or immovable property of such Loan PartyParty or any of its Subsidiaries. (d) All Permits required to have been issued or appropriate to enable all Real Property of the Borrowers or any of their respective Subsidiaries 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, other than those that, in the aggregate, would not have a Material Adverse Effect. (e) None of the Borrowers or any of their respective Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of any Borrower or any of its Subsidiaries or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. Each Loan Party has good and marketable title to, or valid leasehold interests in, all real or immovable property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement), and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.02. The Loan Parties have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ right, title and interest in and to all such property that is included in the Borrowing Base. (a) Set forth on Schedule 3.21 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business of each Loan Party and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists. (b) Except as set forth on Schedule 3.21 as of the Third Amendment Effective Date, no Loan Party owns or holds, or is obligated under, subject to or a party to, any lease, option, right of first refusal or other right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Property or any material real or immovable property of such Loan Party.

Title; Real Property. (a) Each Loan Party of the Company and its Subsidiaries has good and marketable or indefeasible title to, or valid leasehold interests in, all real or immovable property Real Property set forth on Schedule 4.20 (Real Property) and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)Company, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.028.2 (Liens, Etc.). The Loan Parties Company and its Subsidiaries have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, perfect the Loan Parties’ Company's and its Subsidiaries' right, title and interest in and to all such property that is included in the Borrowing Baseproperty. (ab) Set forth on Schedule 3.21 4.20 (Real Property) is a complete and accurate list of all real material Real Property leased or immovable property owned, leased, licensed or otherwise used in the operations of the business of owned by each Loan Party and showing its Subsidiaries and showing, as of the Effective Date, the current street address (including, where applicable, county, state and other relevant jurisdictions), ) and record owner (or, if ownedapplicable, lessee) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists.AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY (bc) Except as set forth on Schedule 3.21 as of the Effective Date, no No Loan Party nor any of its Subsidiaries owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged material Real Property or any material real or immovable property of such Loan PartyParty or any of its Subsidiaries, except for such leases and with respect to such purchases, acquisitions, sales and leases permitted to be incurred hereunder. (d) No portion of any Real Property of any Loan Party or any of its Subsidiaries subject to a Mortgage is located in a special flood hazard area as designated by any federal Governmental Authority. (e) All Permits required to have been issued or appropriate to enable all Real Property of the Company or any of its Subsidiaries 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, other than those that, in the aggregate, would not have a Material Adverse Effect. (f) None of the Company or any of its Subsidiaries has received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of the Company or any of its Subsidiaries or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Each Loan Party has and each of its respective Subsidiaries owns fee simple absolute title to all of the Real Property Assets purported to be owned by such Loan Party or Subsidiary, which Real Property Assets are described in Schedule 4.19(a), and good and marketable title to, or valid leasehold interests in, all real or immovable property other ---------------- properties and good title to all personal or movable property, in each case that is assets purported to be owned by such Loan Party or leased by itSubsidiary, including those and all property reflected on in the most recent financial statements Financial Statements delivered by the Loan Parties Borrower (other than those properties or purported assets sold thereafter (if sold on or prior to have been acquired by any Loan Party after the date Execution Date) in the ordinary course of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)business, 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 6.02granted to the Lender pursuant to the Loan Documents and Permitted Liens. The Each Loan Parties have Party and each of its Subsidiaries has received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect ofdocuments, and have has duly effected all recordings, filings and other actions actions, necessary to establish, protect and perfect, the perfect such Loan Parties’ Party's or Subsidiary's right, title and interest in and to all such property that is included except, with respect to any properties (other than any Mortgaged Properties), for any documents which the failure to receive or actions which the failure to take could not individually or in the Borrowing Baseaggregate have a Material Adverse Effect. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. (b) Each Real Property Asset owned by any Loan Party or any Subsidiary, of any Loan Party together with the name of the owner of record thereof, an accurate street address, and a description of the use of such real property, are set forth on Schedule 4.19 (a) Set forth on Schedule 3.21 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business of each Loan Party and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereofhereto. Each of the leases with ---------------- respect to all Mortgaged Properties leased by any Loan Party or any of its Subsidiaries (whether by lease, sublease or assignment and whether such leases and subleases Loan Party or Subsidiary is landlord or tenant (whether directly or as an assignee or successor in interest)) is valid and enforceable enforceable, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and to general principles of equity, in accordance with its terms (except as and is, to the best of such enforceability may be subject to or limited by bankruptcyLoan Party's knowledge, insolvency, reorganization or other similar laws) and is in full force and effect. The Borrower has delivered to the Lender true and complete copies of each of such leases, leases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) and affecting the rights or obligations of any Loan Party or any of its Subsidiaries which is a party thereto, including any non-disturbance and recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any of the leases. No default or other event has occurred and is continuing or condition exists under any lease beyond the end of any grace period provided therefor in such lease the effect of which event is (x) if such event constitutes a default in payment (other than with respect to each Loan Party’s knowledgepayment of common area maintenance charges), no default by any party to any material terminate, or to permit the landlord to terminate, such lease or material sublease exists(y) if such event constitutes any event other than such a payment default, to terminate, or to permit the landlord to terminate (in circumstances where such landlord is likely to terminate), such lease, except for any such leases, the termination of which could not individually or in the aggregate have a Material Adverse Effect. (bc) Except as set forth on Schedule 3.21 as of the Effective Date, no No Loan Party nor any of its Subsidiaries owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, assign or dispose of any real property owned or lease leased by such Loan Party or Subsidiary. (d) All components of all improvements included within any Real Property Asset owned or Mortgaged Property leased by any Loan Party or any of its Subsidiaries (hereinafter collectively referred to as the "Improvements"), -------------- including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, (i) in the case of any owned Real Property Asset, are or (ii) in the case of any leased Mortgaged Property, (x) to the extent required to be maintained, repaired or replaced under the related lease, are or (y) to the extent not so required to be maintained, repaired or replaced, to the best of the Borrower's knowledge, are, in each case, in good working order and repair except, in the case of any owned Real Property Asset not constituting a Mortgaged Property, as could not, individually or in the aggregate for all such Real Property Assets, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems currently serving the real property owned or leased by any Loan Party or any of its Subsidiaries are installed and operating and are sufficient to enable the real property owned or leased by such Loan Party or Subsidiary to continue to be used and operated in the manner currently being used and operated, and no Loan Party nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement that is not both included in the real property owned or immovable leased by any Loan Party or any of its Subsidiaries and, if such Improvement or portion thereof is subject to a Mortgage, subject to such Mortgage. (e) All material Permits required to have been issued to the Borrower to enable all real property owned or leased by any Loan Party or any of its Subsidiaries 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. (f) As of the date hereof, and continuing thereafter except to the extent any Loan Party or Subsidiary thereof provides notice to the contrary, no Loan Party nor any of its Subsidiaries has received any notice, or has any knowledge, of any material pending, threatened or contemplated condemnation proceeding affecting any real property owned or leased by any Loan Party or any of its Subsidiaries or any part thereof or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any such owned or leased real property or any part thereof in lieu of condemnation. (g) No portion of any real property owned or leased by any Loan Party or any of its Subsidiaries has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition. Except as disclosed on Schedule 4.19(g), no portion of any ---------------- real property owned or leased by the Borrower or any of its Subsidiaries is a Flood Hazard Property which is not insured as to flood hazards. (h) Schedule 4.19(h) sets forth with respect to all Real Property ---------------- Assets, (i) the amount of existing Indebtedness (other than the Obligations) secured by a Lien on each property, (ii) the current monthly payment of interest and principal in respect of such Indebtedness, and (iii) the current interest payable in respect of such Indebtedness. (i) With respect to each Mortgaged Property, any consents from any holders of any Indebtedness secured by such Mortgaged Property that are required to permit the Lender to acquire and hold a valid and perfected first priority security interest therein have been obtained and such consents are in full force and effect. (j) Except as set forth on Schedule 4.19(j): ---------------- (i) no structure owned or leased by any Loan Party or any of its Subsidiaries fails to conform in any material respect with applicable ordinances, regulations, zoning laws and restrictive covenants nor encroaches upon real property of others, nor is any such real property encroached upon by structures of others in any case in any manner that would have or would be reasonably likely to have a Material Adverse Effect; (ii) no charges or violations have been filed, served, made or threatened against any Loan PartyParty or, to the knowledge of the Borrower, any other Person, against or relating to any such property or structure or any of the operations conducted at any such property or structure, as a result of any violation or alleged violation of any applicable ordinances, requirements, regulations, zoning laws or restrictive covenants or as a result of any encroachment on the property of others where the effect of same would have or would be reasonably likely to have a Material Adverse Effect; (iii) other than pursuant to applicable laws, rules, regulations or ordinances, covenants that run with the land or provisions in the applicable leases, there exists no restriction on the use, transfer or mortgaging of any such property; (iv) each Loan Party and each of its Subsidiaries has adequate rights of ingress to and egress from any such property used by it for the operations conducted thereon and, in the case of colocation spaces, as customary for similarly situated Persons; and (v) there are no developments affecting any of the real property or interests of any Loan Party therein pending or, to the best knowledge of the Borrower, threatened which might reasonably be expected to curtail or interfere in any material respect with the use of such property for the purposes for which it is now used.

Title; Real Property. (a) Each Loan Party Group Member (i) has good and marketable title to, or valid leasehold interests in, all real or immovable property Real Property and good title to all personal or movable 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 or on behalf of the Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)Company, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.02. The Loan Parties have 8.2 (LIENS, ETC.), and (ii) has received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect ofdocuments, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ perfect each Group Member's right, title and interest in and to all such property property, except to the extent that is included in the Borrowing Base.failure to have such title or interest or to have received such agreements and documents could have, or could reasonably be expected to have, a Material Adverse Effect. 92 (ab) Set forth on Schedule 3.21 4.19 (REAL PROPERTY) hereto is a complete and accurate list of all real Real Property owned or immovable property owned, leased, licensed or otherwise used in the operations of the business of leased by each Loan Party and its Subsidiaries as of the Closing Date showing the current street address (includingaddress, where applicable, county, state and county or other relevant jurisdictions)jurisdiction, record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effectstate, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease existsrecord owner. (bc) Except as set forth on Schedule 3.21 as of otherwise disclosed in writing to the Effective DateAdministrative Agents, no Loan Party nor any of its Subsidiaries owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, assign or dispose of any material Real Property owned or lease any Mortgaged Property leased by such Loan Party or any material of its Subsidiaries. (i) All components of all improvements included within the Real Property owned or leased by any Loan Party or any of its Subsidiaries (collectively, "IMPROVEMENTS"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, (ii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the real property owned or immovable property leased by any Loan Party or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by such Loan PartyParty or Subsidiary to continue to be used and operated in the manner currently being used and operated, and no Loan Party nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof and (iii) no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by any Loan Party or any of its Subsidiaries, except to the extent that the failure of (x) such components to be in good working order and repair, (y) such systems to be installed, operating and adequate or (z) such Improvement or portion to have appropriate access could have, or could reasonably be expected to have, a Material Adverse Effect. (e) Except as otherwise disclosed in writing to the Administrative Agents, 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 which has not heretofore been completely repaired and restored to its original condition. No portion of any 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. (f) All Permits required to have been issued or appropriate to enable all real property owned or leased by each Group Member 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, other than those which in the aggregate could not reasonably be expected to have a Material Adverse Effect. (g) No Group Member has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by such Group Member or any part thereof, except those which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Title; Real Property. Each Loan Party has good and marketable title to, or valid leasehold interests in, all real or immovable property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement), and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.02. The Loan Parties have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ right, title and interest in and to all such property that is included in the Borrowing Base. (a) Set forth on Schedule 3.21 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business of each Loan Party and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists. (b) Except as set forth on Schedule 3.21 as of the ThirdFourth Amendment Effective Date, no Loan Party owns or holds, or is obligated under, subject to or a party to, any lease, option, right of first refusal or other right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Property or any material real or immovable property of such Loan Party.

Title; Real Property. (a) Each Loan Party Group Member has good and marketable title to, or valid leasehold interests in, all real or immovable property Real Property and good title to all personal or movable 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 Loan Parties or purported Company, except where the failure to have been acquired by any Loan Party after such title or interests in the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)aggregate could not reasonably be expected to have a Material Adverse Effect, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.028.2 (Liens, Etc.). The Loan Parties have Each Group Member has received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ such Group Member’s right, title and interest in and to all such property that is included property, except where the failure to comply, in the Borrowing Baseaggregate, would not have a Material Adverse Effect. (ab) Set forth on Schedule 3.21 4.19 (Real Property) is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations owned Real Property of each Group Member as of the business of each Loan Party and Closing Date, showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) where applicable, lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcyCredit Agreement Affiliated Computer Services, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists.Inc. (bc) Except as set forth on Schedule 3.21 as of the Effective Date4.19 (Real Property), no Loan Party Group Member owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Real Property of such Group Member, except as permitted under Section 8.4 (Sale of Assets). (d) No portion of any Real Property of any Loan Party subject to a Mortgage is located in a special flood hazard area as designated by any federal Governmental Authority. (e) All Permits required to have been issued or appropriate to enable all Real Property of any Group Member 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, other than those that, in the aggregate, would not have a Material Adverse Effect. (f) No Group Member has received any notice, and neither the Company nor any Material Subsidiary has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of any Group Member or any material real or immovable property of such Loan Partypart thereof, except those that, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Each Loan Party of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all real or immovable property Real Property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement)Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.028.2 (Liens, Etc.). The Loan Parties Borrower and its Subsidiaries have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ Borrower's and its Subsidiaries' right, title and interest in and to all such property that is included in the Borrowing Baseproperty. (ab) Set forth on Schedule 3.21 4.19 (Real Property) is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business Real Property of each Loan Party and showing its Subsidiaries and showing, as of the Closing Date, the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) where applicable, lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledge, no default by any party to any material lease or material sublease exists. (bc) Except as with respect to the Real Property located at 1925 Nebraska Ave., Toledo, Ohio, 43607 (and set forth on Schedule 3.21 as of the Effective Date0.00), no Loan Party xx Xxxx Xxxxx xxx xxx xx xxx Xxxsidiaries owns or holds, or is obligated under, subject to under or a party to, any lease, option, right of first refusal or other contractual right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Real Property or any material real or immovable property of such Loan PartyParty 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. No portion of any 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. (e) All Permits required to have been issued or appropriate to enable all Real Property of the Borrower or any of its Subsidiaries 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, other than those that, in the aggregate, would not have a Material Adverse Effect. (f) 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, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Each Loan Party has good and marketable title to, or valid leasehold interests in, all real or immovable property and good title to all personal or movable 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 Loan Parties or purported to have been acquired by any Loan Party after the date of such financial statements (except as sold or otherwise disposed of since such date as permitted by this Agreement), and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.02. The Loan Parties have received all requisite deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents in respect of, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the Loan Parties’ right, title and interest in and to all such property that is included in the U.S. Borrowing Base or the Canadian Borrowing Base, in each case except where not necessary or useful to the operation of its business as currently conducted. (ab) Set forth on Schedule 3.21 3.23 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the business of each Loan Party and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable in accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvencyinsolency, reorganization or other similar laws) and is in full force and effect, and to each Loan Party’s knowledgeknowledge and except as set forth on Schedule 3.03 solely with respect to transactions contemplated by the Merger Agreement, no default by any party to any material lease or material sublease exists. (bc) Except as set forth on Schedule 3.21 3.23, as of the Effective Date, no Loan Party owns or holds, or is obligated under, subject to or a party to, any lease, option, right of first refusal or other right (contractual or otherwise) to purchase, acquire, sell, assign, dispose of or lease any Mortgaged Property or any material real or immovable property of such Loan Party. (d) No portion of any real or immovable property of any Loan Party has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to substantially its original condition other than losses covered by insurance the proceeds of which are, or will be, applied toward the restoration of such property (if permitted hereunder) or which would not otherwise be expected to have a Material Adverse Effect. As of the Effective Date, except as set forth on Schedule 3.23, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority. To the knowledge of each Loan Party, no portion of any real or immovable property of any Loan Party (not including any Mortgaged Property) is located in a special flood hazard area as designated by any federal Governmental Authority, except where such location of any real or immovable property, individually, or together with any other real or immovable property of any Loan Party, in a special flood hazard area could not reasonably be expected to have a Material Adverse Effect. (e) All permits required to have been issued or appropriate to enable all real or immovable property of the Loan Parties 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, other than those that, in the aggregate, would not have a Material Adverse Effect. (f) No Loan Party has received any written notice, or has any knowledge, of any pending or threatened condemnation proceeding affecting any real or immovable property of the Loan Parties or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect. (g) Each real or immovable property owned, leased or otherwise used in the operation of business of any Loan Party is in condition and repair consistent with prudent industry practice in the business of such Loan Party as currently conducted, suitable for its intended purposes and the operation of the business of the applicable Loan Party thereon, and there exist no material defects in the same.