Common use of Title to Properties; Absence of Encumbrances Clause in Contracts

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group has good title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group Borrowers has good and marketable title to all of the material properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances Encumbrances, except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectmaterially adversely affect any of such properties, assets or rights or the business, financial condition, assets or properties of any of the Borrowers. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever whatsoever, except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each any of the Borrower and each other member of the Borrower Affiliated Group Borrowers and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member any of the Borrower Affiliated Group Borrowers to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledgesBorrowers pledge, sellssell, assigns assign or transfers transfer to the Administrative Agent or the Canadian Bank, as the case may be, any instrument, document of title, security, chattel paper or other property (including Base Inventory, Equipment, Base Accounts, contract rights rights, patents, trademarks, copyrights, Accounts and Accountsany other Collateral) or any proceeds or products thereof, or any interest therein, the such Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or the Canadian Bank, as the case may be, or in any way encumberedencumbered (other than Permitted Encumbrances and asset sales permitted under Section 6.6 hereof); and the Borrower or such member of the Borrower Affiliated Group Borrowers shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the The Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned or leased by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereofthereof and which are not material to its business or the disposition of which have been approved by the Lender), free from all Encumbrances except Permitted Encumbrances, and, except as so discloseddisclosed to the Lender, free from all defects of title that might have could reasonably be expected to result in a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever (except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations ) of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's ’s or any other member of the Borrower Affiliated Group's ’s use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent Lender any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent Lender or in any way encumberedencumbered except as disclosed to the Lender; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons. Neither the Borrower nor any other member of the Borrower Affiliated Group owns any real property.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group Lessee has good and -------------------------------------------- marketable title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances Liens except Permitted EncumbrancesLiens, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectmaterially adversely affect any of such properties, assets or rights. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests objections and other Encumbrances Liens of any nature whatsoever except Permitted Encumbranceswhatsoever, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that provided, that, such provisions would restrictions do not -------- ---- prohibit or materially interfere with impair the Borrower's or any other member use of the Borrower Affiliated Grouppremises or the conduct of the Lessee's use of such propertiesbusiness, (ii) liens Liens for current taxes taxes, assessments and other governmental charges not yet due, (iii) as otherwise disclosed on Exhibit D heretoeasements and restrictions of record which do not, individually or in the aggregate, prohibit or materially impair the use of the premises or the conduct of the Lessee's business, and (iv) other Permitted Encumbrancesas otherwise disclosed on Schedule 7.5. The rights, properties and other assets ------------ presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group Lessee and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group Lessee to conduct its businesses business in all material respects in the same manner as its businesses have business has been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group Lessee pledges, sells, assigns or transfers to the Administrative Agent Lessor any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group Lessee shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been at that time be pledged, sold, assigned or transferred to any Person other than the Administrative Agent Lessor or in any way encumberedencumbered (other than with respect to Permitted Liens); and the Borrower or such member of the Borrower Affiliated Group Lessee shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the -------------------------------------------- Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned or leased by itit which are material to the business of such member of the Borrower Affiliated Group, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business or otherwise permitted hereunder since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectcould reasonably be expected to materially adversely effect any of such properties, assets or rights. All To the knowledge of the Borrower, all such properties and assets purported to be owned by it and all of the interest of the Borrower Affiliated Group in properties which are leaseholds are free and clear of all material title defects or material objections, liens, claims, charges, security interests and other Encumbrances (except Permitted Encumbrances) of any nature whatsoever except Permitted Encumbranceswhatsoever, and are not, in the case of real property, subject to any material rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially -------- interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and --------- other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all material rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Base Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall shall, to the extent of its rights therein, have good the right to collaterally pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered(other than pursuant to Permitted Encumbrances); and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectmaterially adversely affect any of such properties, assets or rights. All such properties and assets and all properties which are leaseholds are free and clear (other than in favor of the Collateral Agent) of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbranceswhatsoever, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, and (iiiii) as otherwise disclosed on Exhibit EXHIBIT D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses and the Business (as such term is defined in the Purchase Agreement) in all material respects in the same manner as its businesses and the Business (as such term is defined in the Purchase Agreement) have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Collateral Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person person other than the Administrative Collateral Agent or in any way encumberedencumbered (other than with respect to Permitted Encumbrances); and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Personspersons.

Title to Properties; Absence of Encumbrances. Each of the The Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned or leased by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereofthereof and which are not material to its business or the disposition of which have been approved by the Noteholders), free from all Encumbrances except Permitted Encumbrances, and, except as so discloseddisclosed to the Noteholders, free from all defects of title that might have could reasonably be expected to result in a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever (except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations ) of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's ’s or any other member of the Borrower Affiliated Group's ’s use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit D Schedule 5.5 hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time Neither the Borrower or nor any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent owns any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Personsreal property.

Title to Properties; Absence of Encumbrances. Each of the Borrower Company and each other member of the Borrower Affiliated Group its subsidiaries has good and valid title to or, in the case of leased property, valid and subsisting leasehold interests in, all of the properties, its properties and assets and rights of every name and nature now purported to be owned by itwhatever kind (whether real or personal) used or held for use in its business, including, without limitation, such properties, all properties and assets and rights as that are reflected in shown on the most recent of the Initial Financial Statements Unaudited Balance Sheet (except such properties, for assets or rights as have been disposed of sold in the ordinary course of business since the date thereofof such Unaudited Balance Sheet), free from which represent all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All such properties property and assets and all properties which that are leaseholds are used in the conduct of its businesses as presently conducted, in each case free and clear of any and all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, except (i) for those securing Taxes, assessments and other governmental charges or levies not yet due and payable (excluding any imposed pursuant to any of the provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such propertiesERISA), (ii) such imperfections in title, liens for current taxes and easements as do not yet duematerially detract from or interfere with the use of the properties subject thereto or affected thereby or otherwise impair business operations involving such properties, and (iii) as otherwise disclosed on Exhibit D hereto, and Encumbrances securing debt which is reflected in the Financial Statements (ivencumbrances in clauses (i) other - (iii) being "Permitted Encumbrances"). The rightsAll assets, properties and other assets presently owned, leased or licensed by rights relating to each of the Borrower Company's and its subsidiaries' businesses are held by, and all agreements, obligations and transactions relating to each other member of the Borrower Affiliated Group Company's and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its subsidiaries' businesses have been entered into, incurred and conducted prior to by, the date hereofCompany and its subsidiaries rather than any of their affiliates, and the Company does not use any other assets, properties or rights in the conduct of its business as presently conducted. At the time the Borrower No person, including without limitation any Company Stockholder or any holder of Existing Options, has any option, right of first refusal, right of first offer, preemptive right or any other member right of any nature to acquire any material assets of the Borrower Affiliated Group pledges, sells, assigns Company or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member its subsidiaries. The tangible assets of the Borrower Affiliated Group shall be the lawful owner thereof Company and shall have good right to pledgeits subsidiaries, selltaken as a whole, assign or transfer the same; none of such properties shall are free from material defects, have been pledgedmaintained in accordance with normal industry practice, soldare in good operating condition and repair (subject to normal wear and tear) and are suitable for the purpose for which they are presently used. This Section 3.19 does not relate to Intellectual Property, assigned or transferred to any Person other than which is the Administrative Agent or in any way encumbered; and the Borrower or such member subject of the Borrower Affiliated Group shall defend the same against the claims and demands of all PersonsSection 3.17.

Title to Properties; Absence of Encumbrances. Each of the The Borrower and each other member of the Borrower Affiliated Group its Subsidiaries has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned by it, and good and valid leasehold title to all of the properties, assets and rights of every name and nature now purported to be leased by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All are reasonably likely to materially adversely affect such properties and properties, assets and all properties which are leaseholds are free and clear of all title defects or objectionsrights, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such propertiesits Subsidiaries' operations conducted with respect thereto, (ii) liens for current taxes not yet due, (iii) taken as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrancesa whole. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time All leases under which the Borrower or any other member of its Subsidiaries is the lessor or lessee are in full force and effect and there are no existing defaults or events that with the giving of notice or passage of time or both could ripen into defaults thereunder. No third parties possess any rights with respect to any of the Borrower Affiliated Group pledgesBorrower's or its Subsidiaries' owned or leased properties, sells, assigns or transfers to the Administrative Agent any instrument, document exercise of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, which would have a material adverse effect on the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledgeits Subsidiaries or their respective operations, sell, assign taken as a whole. All real property owned or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and leased by the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Personsits Subsidiaries is described in EXHIBIT C hereto.

Title to Properties; Absence of Encumbrances. Each (a) The Sellers own fee simple title to the real property identified on Schedule 5.5 of the Borrower and each other member Disclosure Schedules under the heading “Fee Simple Title”. Schedule 5.5 of the Borrower Affiliated Group has good title Disclosure Schedules under the heading “Leased Real Property” also contains a complete list by address of all real property leased, licensed, operated or used by the Sellers indicating the nature of their respective interest therein (the “Leased Real Property”) and specifies the lessor(s) or licensor(s) of such Leased Real Property and identifies each lease or any other Contractual Obligation under which such property is leased, licensed or otherwise occupied, including all amendments thereto (together with all amendments thereto, each a “Real Property Lease”). The Sellers have not received any written notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any material portion of any such owned or leased real property or, to all of the propertiesSellers’ Knowledge, assets and rights of every name and nature now purported to be owned by it, including, without limitation, that any such properties, assets and rights as activities are reflected in the most recent of the Initial Financial Statements (except such properties, assets currently being threatened. There are no oral leases or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, subleases and, except as so disclosedset forth on Schedule 5.5 of the Disclosure Schedules under the heading “Subleases, free from etc.”, there are no (x) written subleases or (y) written or oral licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Leased Real Property or any portion thereof and there is no Person in possession of the Leased Real Property or any portion thereof other than the Sellers. The real property identified on Schedule 5.5 of the Disclosure Schedules represents all defects of the real property owned, leased, licensed or otherwise occupied by the Sellers that is utilized in the operation of the Hospital Business. (b) Each Seller has good and marketable title that might have a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objectionsto, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are notor, in the case of real propertypersonal property held under a lease or other Contractual Obligation (subject to the terms of the lease or other Contractual Obligation), an enforceable leasehold interest in, or right to use, the Purchased Assets. Except as disclosed on Schedule 5.5 of the Disclosure Schedules under the heading “Encumbrances other than Permitted Encumbrances on Purchased Assets”, none of the Purchased Assets is subject to any Encumbrance other than Permitted Encumbrances, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations the terms of any nature whatsoever exceptAssigned Contract. (c) To the Sellers’ Knowledge, with respect to all such properties and assets, the Purchased Assets (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member constitute all of the Borrower Affiliated Group's use of such propertiesassets used by Sellers to conduct the Hospital Business as presently conducted, (ii) liens for current taxes not yet dueare in good working order, operating condition and state of repair (subject to reasonable wear and tear), (iii) as otherwise disclosed on Exhibit D heretohave no material defects (whether patent or latent), subject to reasonable wear and tear, and (iv) have been maintained in a reasonable manner (subject to reasonable wear and tear). None of the Purchased Assets owned or leased by the Sellers is subject to any sublease or sublicense or other Permitted Encumbrances. The rightsagreement granting to any other Person by the Sellers any right to the use, properties occupancy or enjoyment of such property or any portion thereof. (d) To the Sellers’ Knowledge, except as disclosed on Schedule 5.5 of the Disclosure Schedules under the heading “Condition of Property”, all of the fixtures and other assets presently owned, leased or licensed by each improvements that constitute the Leased Real Property and all of the Borrower Sellers’ tangible personal property, other than inventory, included in the Purchased Assets, and each other member including motor vehicles (the “Equipment”), if any: (i) are adequate and suitable for the present use by the Sellers (including the normal operations of the Borrower Affiliated Group Hospital Business), (ii) are in good working order, operating condition and described elsewhere state of repair (subject to reasonable wear and tear), (iii) have no material defects (whether patent or latent) subject to reasonable wear and tear, and (iv) have been maintained in this Agreement include all rightsa reasonable manner (subject to reasonable wear and tear). (e) The Sellers have delivered to the Purchaser true, properties accurate and complete copies of each Real Property Lease. (f) To the Sellers’ Knowledge, there exists no default, breach or dispute on the part of any Seller under any Real Property Lease nor, to the Sellers’ Knowledge, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by such Seller under a Real Property Lease. (g) To the Sellers’ Knowledge, there exists no default or breach by the landlord, sublessor, licensor on other assets necessary obligor under each Real Property Lease nor, to permit the Borrower and Sellers’ Knowledge, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any such member Person under a Real Property Lease. (h) Schedule 5.5 of the Borrower Affiliated Group to conduct its businesses in all material respects in Disclosure Schedule under the same manner as its businesses heading “Real Property Leases” sets forth a true and correct listing of each Real Property Lease. (i) To the Sellers’ Knowledge, the Sellers have been conducted prior to the date hereof. At the time the Borrower received no written notice from any Governmental Authority that any Seller or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or Hospital is not in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Personsmaterial compliance with seismic safety standards under applicable Law.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group has good title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all material title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights Accounts and AccountsIntellectual Property Rights) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectmaterially adversely affect any of such properties, assets or rights. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever (except for Permitted Encumbrances), and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided PROVIDED that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit EXHIBIT D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower Borrowers and each other member of the Borrower Affiliated Group has good title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all material title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the any Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) liens for current taxes not yet due, (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower Borrowers and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the each such Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the any Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights Accounts and AccountsIntellectual Property Rights) or any proceeds or products thereof, or any interest therein, the such Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the such Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the most recent of the Initial Financial Statements Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effectmaterially adversely affect any of such properties, assets or rights. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever (except for Permitted Encumbrances), and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's ’s or any other member of the Borrower Affiliated Group's ’s use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit D hereto, and (iv) other Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons.

Title to Properties; Absence of Encumbrances. Each of the Borrower The Seller has lawful, valid and each other member of the Borrower Affiliated Group has good marketable title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the propertiesits properties and assets of whatever kind (whether real or personal, assets and rights of every name and nature now purported to be owned by ittangible or intangible), including, without limitation, such properties, the Purchased Assets and all properties and assets and rights as are reflected in shown on the most recent of the Initial Financial Statements Balance Sheet (except such properties, for assets or rights as have been disposed of sold in the ordinary course of business since the date thereof), free from all Encumbrances except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might have a Material Adverse Effect. All such ) and to properties and assets that are shown on any schedule to this Agreement as being owned or leased and all properties which are leaseholds are in each case free and clear of any and all title defects or objectionsliens, liensmortgages, pledges, security interests, restrictions, prior assignments, claims, charges, security interests agreements and other Encumbrances encumbrances of any nature kind whatsoever and except Permitted Encumbrances, and are not, in the case of real property, subject to any rights of way, building, use or other restrictions, easements, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower's or any other member of the Borrower Affiliated Group's use of such properties, (ii) for liens for current taxes and assessments not yet duedue and payable ("Permitted Liens"). On the date hereof the Seller has the full right, (iii) as otherwise disclosed on Exhibit D heretopower, and (iv) other Permitted Encumbrances. The rightsauthority to sell, properties assign, transfer, and other assets presently owned, leased or licensed by each of deliver the Borrower Purchased Assets and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to on the date hereof, the execution, delivery and performance of Seller's Documents by the Seller and UGI will convey to Purchaser lawful, valid, and marketable title to the Purchased Assets, free and clear of any and all liens, pledges, security interests, options, encumbrances, charges, agreements, prior assignments or claims of any kind whatsoever by any person or entity other than Permitted Liens and such conveyances will not breach or cause a violation of any agreement, obligation or undertaking of either Seller or UGI. At All assets, properties, and rights relating to the time Seller's Business are held by, and all agreements, obligations and transactions relating to the Borrower or Seller's Business have been entered into, incurred, and conducted by, the Seller rather than any other member of its affiliates. All of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Administrative Agent any instrument, document of title, security, chattel paper or Purchased Assets (other property (including than Inventory, contract rights Accounts Receivable and Accountsassets listed on another disclosure schedule attached hereto) or any proceeds or products thereof, or any interest therein, the Borrower or such member with a replacement cost of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other more than the Administrative Agent or in any way encumbered; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons$5,000.00 are listed on Schedule 4(h).