Common use of Title to Properties; Possession Under Leases Clause in Contracts

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrowers, each other Loan Party and the Subsidiaries each other Material Subsidiary has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assetsassets (including any Mortgaged Vessel owned by such person), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each Loan Party and each of the Subsidiaries other Material Subsidiary has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each Loan Party and Material Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each Loan Party and each other Material Subsidiary owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the Closing Dateforegoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, none without any conflict (of which the Company has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Borrower Company and each Material Subsidiary, as the Subsidiaries has received any written notice of any pending case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or contemplated condemnation proceeding affecting any material portion of in the Mortgaged Properties aggregate, a Material Adverse Effect or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged PropertiesProperties but excluding any real property held by the Borrower or any Subsidiary subject to and in connection with its relocation services business) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each the Subsidiaries owns or possesses, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the Subsidiaries foregoing and all licenses and rights with respect to the foregoing reasonably necessary for the present conduct of its business, without any infringement or other violation (of which the Borrower has complied been notified in writing) with all material obligations under all leases to which it is a partythe rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrower, except where the failure to comply such infringements, other violations and restrictions would not reasonably be expected to have Material Adverse Effecthave, and all such leases are individually or in full force and effectthe aggregate, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending Effect or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c3.07(b). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) each of Holdings, the Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effecteffect and (ii) each of Holdings, except leases in respect of which the failure to be in full force Borrower and effect would not reasonably be expected to have a Material Adverse Effectthe Subsidiaries enjoys peaceful and undisturbed possession under all such leases. (c) As of the Closing Date, none of neither Holdings nor the Borrower and the Subsidiaries has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, none of Holdings, the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)) to the Original Credit Agreement. (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) to the Original Credit Agreement lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Company and the its Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title , subject solely to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes Encumbrances and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have maintained, in all material respects and in accordance with normal industry practice and subject to normal wear and tear, all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Company and its Subsidiaries that is necessary to conduct their business as it is now conducted. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) Mortgaged Properties are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02 or arising by operation of law. (b) The Borrower Company and each of the its Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, the Company and its Subsidiaries have good title to or valid leasehold interests (subject to Permitted Encumbrances) in all Real Property set forth on Schedules 3.17(a) and (b), except as could not reasonably be expected to have a Material Adverse Effect, and all such Real Property is reasonably necessary for the conduct of the business and operations of Company and its Subsidiaries as currently conducted. (d) The Company and its Subsidiaries own or possess, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) As of the Closing Date, none of the Borrower Company and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c3.07(e). (df) As None of the Closing Date, none of the Borrower Company and its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (eg) Schedule 1.01(E3.07(g) lists each Material Real Property owned by any Loan Party sets forth as of the Closing DateDate the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Company and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Company or by any such Subsidiary, indicating the ownership thereof.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrower, the Subsidiary Guarantor and the Subsidiaries each other Material Subsidiary has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assetsassets (including the Mortgaged Vessel owned by such person), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each Loan Party and each of the Subsidiaries other Material Subsidiary has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each Loan Party and Material Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each Loan Party and each other Material Subsidiary owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the Closing Dateforegoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, none without any conflict (of which the Company has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Borrower Company and each Material Subsidiary, as the Subsidiaries has received any written notice of any pending case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or contemplated condemnation proceeding affecting any material portion of in the Mortgaged Properties aggregate, a Material Adverse Effect or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Restatement Effective Date, none of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Restatement Effective Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, Intermediate Holdings, the Closing Date, none of the U.S. Borrower and its the Subsidiaries is obligated on the Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would title, interests or easements could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) held in fee simple are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of the Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses or has valid licenses to all patents, trademarks, service marks, trade names, copyrights and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the their businesses, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date, none of the Borrower and or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its or the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Effective Date, none of the Borrower and or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Effective Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none None of the Borrower and its or the Subsidiaries is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title title, interests or easements would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date. Except as set forth on Schedule 3.07(b), none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its each of the Subsidiaries is obligated enjoys peaceful and undisturbed possession under any right all such leases, other than leases in respect of first refusal, option or other contractual right which the failure to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as enjoy peaceful and undisturbed possession would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (ec) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as Each of the Closing DateBorrower and the Subsidiaries owns or possesses or has valid licenses to all patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets, and all applications or registrations for patents, trademarks, service marks, trade names, copyrights, and domain names and other intellectual property rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and there has been no infringement of any Intellectual Property, except where such failure to own or possess or have a valid license to such intellectual property rights or where such conflicts and restrictions, in each case would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of lawLiens. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of Holdings, the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E1.01(B) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations are in default under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none Each of the Borrower and the Subsidiaries has received owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any sale or disposition thereof conflict (of which the Borrower has been notified in lieu writing) with the rights of condemnation that remains unresolved as others, and free from any burdensome restrictions on the present conduct of the Closing DateBorrower, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a1) Each of the Borrower and the Subsidiaries Subsidiary Loan Parties has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties (including all Mortgaged Properties) and has valid title to its personal tangible assets (excluding Intellectual Property Rights or other intellectual property and assetswhich is the subject of Section 3.20), in each case, except for Permitted Liens and except for or defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and purposes, in each case, except where the failure to have such title title, interest, easement or right would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b2) The Neither the Borrower and each nor any of the Restricted Subsidiaries has complied with all material obligations defaulted under all leases any lease to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, . Each of the Borrower’s and all such the Restricted Subsidiaries’ leases are is in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except . Except as set forth on Schedule 3.07(c). (d) As of 3.05, on the Closing Date, none of Date the Borrower and its each of the Restricted Subsidiaries is obligated enjoys peaceful and undisturbed possession under any right all such leases, other than leases in respect of first refusal, option or other contractual right which the failure to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as enjoy peaceful and undisturbed possession would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the its Relevant Subsidiaries has have good and valid title in record fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assetsall Real Property, in each case, except for Permitted subject solely to Prior Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes Permitted Encumbrances and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower and its Relevant Subsidiaries have maintained, in all material respects and in accordance with normal industry practice, all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Borrower and its Relevant Subsidiaries that is necessary to conduct their business as it is now conducted. All such properties and assets Mortgaged Properties are free and clear of Liens, Liens other than Prior Liens and Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAEncumbrances. (b) The Borrower and each of the its Relevant Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Relevant Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and its Relevant Subsidiaries have good title to or valid leasehold interests (subject to Permitted Encumbrances) in all real property set forth on Schedule 3.17, except as could not reasonably be expected to have a Material Adverse Effect. (cd) The Borrower and its Relevant Subsidiaries own or possess, or have the right to use or could obtain ownership or possession of or a right to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names and copyrights necessary for the present conduct of their business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) As of the Closing Date, none of neither the Borrower and the nor any of its Relevant Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c3.07(e). (df) As of the Closing Date, none of Neither the Borrower and nor any of its Relevant Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (eg) Schedule 1.01(E3.07(g) lists each Material Real Property owned by any Loan Party sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof. (h) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests of the Borrower or any of its Relevant Subsidiaries, except as set forth on Schedule 3.07(h).

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties and Vessels (including all Mortgaged PropertiesProperties and Mortgaged Vessels) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b) to the 2008 Credit Agreement, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Borrower, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c) to the 2008 Credit Agreement. (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 6.05, or as would not reasonably be expected to have a Material Adverse Effectin connection with the Post-Closing CMBS Transaction. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries has valid title in other Loan Parties have good and marketable fee simple or equivalent title to, or valid leasehold interests in, or a license or other right to use, all their respective real property assets that are included in the Collateral including all of the real property listed on Schedule 3.20 and all of the Mortgaged Property listed on Schedule 3.07, and including valid rights, title and interests in or rights to control or occupy easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, rights of way used in each case, except for Permitted Liens and except for defects in title that do not materially interfere connection with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes (“Easements”), free and except clear of all Liens or other exceptions to title other than Liens expressly permitted by clauses (a), (f) and (g) of Section 6.02. (b) Except as set forth in Schedule 3.20 or where the failure to have such title would do so could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPOi) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries Loan Parties has complied with all material obligations under all leases Material Leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases Material Leases are in full force and effect, except leases in respect effect and (ii) each of which the failure to be in full force Loan Parties enjoys peaceful and effect would not reasonably be expected to have a undisturbed possession under all such Material Adverse EffectLeases. (c) As of the Closing DateExcept as set forth in Schedule 3.07, none of the Borrower and or any of the Subsidiaries other Loan Parties has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except Funds Availability Date which would reasonably be expected to have a Material Adverse Effect. (d) Except as set forth on Schedule 3.07(c). (d) As 3.07, as of the Closing Funds Availability Date, none of the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(EExcept with respect to (i) lists any Recovery Event for which a Reinvestment Commitment Reduction Date shall have not yet occurred and (ii) those events occurring after the Funds Availability Date that have been disclosed to the Collateral Agent, no material portion of any Mortgaged Property has suffered any damage by fire or other casualty that has not been repaired and restored to its original condition. With respect to each Material Real Property owned by any Loan Party as of Mortgaged Property, the Closing DateBorrower has obtained and is maintaining in full force and effect flood insurance in compliance with Section 5.03.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Parent and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Parent or its Subsidiaries has complied with all material obligations are in default under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of Parent’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As . Parent and each of the Closing DateSubsidiaries enjoys peaceful and undisturbed possession under all such leases, none other than leases in respect of which the Borrower failure to enjoy peaceful and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as undisturbed possession would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (ec) Schedule 1.01(E) lists each Material Real Property owned by Each of Parent and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any Loan Party as of the Closing Dateforegoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which Parent has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of Parent, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E1.01(B) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Restricted Subsidiaries has valid good and defensible title in fee simple or equivalent to, or valid leasehold interests in, or easements easements, licenses or other limited property interests in, all its Real Properties real and personal property that is material to its business (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such properties and assets are free and clear of Liens, all Liens (other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA). (b) The Each of the Borrower and each of the Restricted Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would as could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. Each of the Borrower and the Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) As of the Closing Date, none of (i) no real property or other assets material to the Borrower and its Subsidiaries is affected by any fire or other casualty (whether or not covered by insurance) and (ii) neither the Subsidiaries Borrower nor any Subsidiary has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties (or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (dcondemnation) As of the Closing Date, none of affecting any real property or other assets material to the Borrower and or its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse EffectRestricted Subsidiaries. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the its Subsidiaries has good and valid title in record fee simple title to (in the case of owned real property), or equivalent to, good title to or valid leasehold interests in, or easements or other limited property interests in, or has a license to use, all its Real Properties (including all Mortgaged Properties) real and has valid title to its personal property and assets, in each caseassets material to its business, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such properties and assets are free and clear of Liens, other than (in the case of any such properties or assets other than Equity Interests) Permitted Liens or and (in the case of Equity Interests) Liens arising by operation of law. The Equity Interests referenced in clauses (a), (b), (f) and (g) of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear definition of “Permitted Liens, other than Liens permitted by Article VIA”. (b) The Each of Holdings, the Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each of the Closing DateHoldings, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under (i) owns or has a license to use, on terms not materially adverse to it, all Intellectual Property and rights with respect thereto necessary for the present conduct of its business, without any right conflict (of first refusalwhich the Borrower has been notified in writing) with the rights of others, option or other contractual right to sell, assign or otherwise Dispose and free from any burdensome restrictions on the present conduct of any Mortgaged Property or any interest thereinits business, except as permitted under Section 6.02 where the failure to own or 6.05 or as would have a license to use could not reasonably be expected to have a Material Adverse Effect and (ii) has taken commercially reasonable steps, consistent with industry standards, to maintain and protect its Intellectual Property, except where the failure to maintain and protect any such Intellectual Property could not reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of its Subsidiaries is infringing upon, misappropriating, diluting or otherwise violating the Intellectual Property rights of any other Person, except where any such infringement, misappropriation, dilution, or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and there is no pending or threatened claim or litigation against any of Holdings, the Borrower or its Subsidiaries alleging any such infringement, misappropriation, dilution or other violation. With respect to each item of Intellectual Property, each of Holdings, the Borrower and its Subsidiaries (i) has the right to use and possesses all right, title and interest in and to such Intellectual Property free and clear of any Liens, licenses or other restrictions, other than Permitted Liens, and (ii) has performed all acts (including making all necessary recordations and filings) and has paid all required fees and taxes to maintain such Intellectual Property in full force and effect and to protect and maintain its interest therein, except where the failure to maintain or have the right to use any such Intellectual Property could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of lawLiens. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of Holdings, the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E1.01(B) to the Original Credit Agreement lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of Holdings, the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E1.01(B) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties tangible properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would or interest could not reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect. All such material tangible properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of the Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect, effect and except leases in respect of which where the failure of such compliance or leases to be in full force and effect would could not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, each of the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all material leases. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has not received any written notice of of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, none of the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of lawLiens. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are in each case free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E1.01(B) lists each Material Real Property Property, if any, owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Loan Party and the its Subsidiaries has good and valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assetsProperty), except, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such good and valid title would or such valid leasehold interests could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower Each Loan Party and each of the its Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effecteffect except, except leases in respect of which each case, where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases except, in full force and effect would each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing 2016 Restatement Date, none no Loan Party or any of the Borrower and the its Subsidiaries has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing 2016 Restatement Date, none no Loan Party or any of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower Company and the Material Subsidiaries has good and valid title in record fee simple or equivalent title (insurable at ordinary rates) to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties (including all Mortgaged Properties) and has valid title to its personal property and assets), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower Each of Holdings, the Company and each of the Material Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Company and each of the Material Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, the Company and the Material Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Restatement Effective Date, none of Holdings, the Borrower Company and the Material Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Restatement Effective Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, the Closing Date, none of Company and the Borrower and its Material Subsidiaries is obligated on the Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the each of their Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would in the aggregate could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of Holdings, the Borrower and each of the their Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Borrower and each of their Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to Holdings and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) Each of Holdings, the Borrower and each of their Subsidiaries owns or, to the best of their knowledge, possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the Borrower and the their Subsidiaries has received any written notice of of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing DateHoldings, none of the Borrower and its their Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section Sections 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.07(e). (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrowers and the its Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation Liens. Schedule 3.07(a) sets forth a true, complete and correct list of law. The Equity Interests all Mortgaged Properties as of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAClosing Date. (b) The As of the Closing Date, (i) each Borrower and each of the its Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, Effect and (ii) all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and Borrowers or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Borrowers or the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (ba) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (cb) As of the Closing Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (dc) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (ed) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrower and its Subsidiaries, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing ARCA Effective Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing ARCA Effective Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing DateHoldings, none of the Borrower and its the Subsidiaries is obligated on the ARCA Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each After giving effect to the consummation of the Borrower Transactions on the Closing Date, each of the Borrower, the Guarantors and the Subsidiaries has valid TAFSI will have good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such material properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have(including, individually or in the aggregatecase of the Guarantors, a Material Adverse Effect. All all Mortgaged Property); all such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are shall be free and clear of Liens, other than Liens expressly permitted by Article VIASection 7.02; and, except for leases of Mortgaged Properties set forth on Schedule 7.02 and leases permitted by Section 7.03, no material portion of any Mortgaged Property shall be subject to any lease, license, sublease or other agreement granting to any Person any right to use, occupy, or enjoy the same. (b) The Borrower and each Except as set forth on Schedule 4.07(b), after giving effect to the consummation of the Subsidiaries has Transactions on the Closing Date, each Guarantor shall have complied with all material obligations under all material leases to which it is such Guarantor shall then be a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are shall be in full force and effect, except ; and each Guarantor shall enjoy peaceful and undisturbed possession under all such material leases in respect of under which it is tenant. Neither the failure Borrower nor TAFSI is a party to be in full force and effect would not reasonably be expected to have a Material Adverse Effectany lease. (c) As of the Closing DateExcept as set forth on Schedule 4.07(c), none of neither the Borrower and the Subsidiaries nor any Guarantor has received any written notice of of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved condemnation. (d) Except as set forth on Schedule 4.07(d), as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of neither the Borrower and its Subsidiaries nor any Guarantor is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none Each of the Borrower and its Subsidiaries owns or possesses, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the Subsidiaries present conduct of its business, without any conflict (of which the Borrower has received been notified in writing) with the rights of others, and free from any written notice of any pending or contemplated condemnation proceeding affecting any material portion burdensome restrictions on the present conduct of the Mortgaged Properties Acquired Business, except where such conflicts and restrictions could not reasonably be expected to have, individually or any sale in the aggregate, a Material Adverse Effect or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries has received any notice of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date. (e) None of the Borrower and its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of GrafTech, the Borrower Borrowers and the other Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property respective material properties and assets, in each case, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower Each of GrafTech, the Borrowers and each of the other Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of GrafTech, the Borrowers and the other Subsidiaries enjoys peaceful and undisturbed possession under all such material leases to which it is a party, other than leases which, individually or in the aggregate, are not material to GrafTech, the Borrowers and the Subsidiaries, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) As Each of GrafTech, the Closing Date, none of the Borrower Borrowers and the other Subsidiaries owns or has received licenses to use, or could obtain ownership of or licenses to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights and rights with respect thereto necessary for the present conduct of its business, without any written notice known conflict with the rights of others, and free from any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateburdensome restrictions, except as set forth on Schedule 3.07(c). (d) As of where such conflicts and restrictions could not, individually or in the Closing Dateaggregate, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower Company and the Material Subsidiaries has good and valid title in record fee simple or equivalent title (insurable at ordinary rates) to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties (including all Mortgaged Properties) and has valid title to its personal property and assets), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower Each of Holdings, the Company and each of the Material Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Company and each of the Material Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, the Company and the Material Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Effective Date, none of Holdings, the Borrower Company and the Material Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Effective Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, the Closing Date, none of Company and the Borrower and its Material Subsidiaries is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the its Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, Effect and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and or the Subsidiaries has received any written notice of any pending or contemplated or, to the knowledge of the Borrower, threatened condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in record and insurable fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (ba) The Borrower and each None of the Loan Parties or the Subsidiaries has complied with all material obligations defaulted under all leases any lease to which it is a party, except where for any default (i) arising under any lease that the failure applicable Loan Party has rejected under Section 365 of the Bankruptcy Code not in prohibition of this Agreement, (ii) arising solely as a result of the commencement of the Cases and the effects thereof, (iii) in respect of a lease that is not material or necessary to comply the business or conduct of such Loan Party or Subsidiary or (iv) that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases are in full force and effectleases, except other than leases in respect of which the failure to be in full force enjoy peaceful and effect undisturbed possession would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (cb) As of the Closing Date, none of the Borrower Loan Parties and the Subsidiaries has received any written notice of any pending or or, to their knowledge, contemplated condemnation proceeding or casualty affecting any material portion of the Mortgaged Properties or any sale or disposition thereof thereof, in lieu of condemnation condemnation, that remains unresolved as of the Closing Date, except . (c) Except as set forth on Schedule 3.07(c3.07(d). (d) As of the Closing Date, none of Holdings, the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations defaulted under all leases any lease to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrower and the Subsidiaries, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or or, to their knowledge, contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries each Subsidiary has valid title in good and insurable fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties real properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower and each of the Subsidiaries Subsidiary has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries or any Subsidiary has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)unresolved. (d) As of the Closing Date, none None of the Borrower and its Subsidiaries or any Subsidiary is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries has valid other Loan Parties have good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements a license or other limited property interests inright to use, all its Real Properties their respective material properties and material assets that are included in the Collateral (including all Mortgaged PropertiesProperty) and has including valid rights, title and interests in or rights to its personal property control or occupy easements or rights of way used in connection with such properties and assetsassets (“Easements”), in each case, except for free and clear of all Liens or other exceptions to title other than Permitted Liens and except for minor defects in title that that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except purposes. (b) Except as set forth in Schedule 3.07 or where the failure to have such title would do so could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPOi) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries Loan Parties has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such material leases are in full force and effect, except leases in respect effect and (ii) each of which the failure to be in full force Loan Parties enjoys peaceful and effect would not reasonably be expected to have a Material Adverse Effectundisturbed possession under all such material leases. (c) As of the Closing DateExcept as set forth in Schedule 3.07, none of the Borrower and or any of the Subsidiaries other Loan Parties has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved (i) as of the Closing DateDate or (ii) at any time thereafter, except which in the case of clause (ii) has had, or could reasonably be expected to have, a Material Adverse Effect. (d) Except as set forth on Schedule 3.07(c). (d) As 3.07, as of the Closing Date, Date none of the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.07(b), the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the or its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none None of the Borrower and or its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under by Section 6.02 7.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect7.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the other Restricted Subsidiaries has good and valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes purposes, and except where the failure to have such title would could not reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, the Borrower and each of the other Restricted Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such material leases are in full force and effect. Each of Holdings, except leases in respect of which the failure to be in full force Borrower and effect would not reasonably be expected to have a Material Adverse Effectthe other Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) As of the Closing Date, none of Holdings, the Borrower and the other Restricted Subsidiaries has received any written notice of of, nor do Holdings and the Borrower and the other Restricted Subsidiaries have any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, none of Holdings, the Borrower and its the other Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (ai) Each The Company and each of the Borrower its Subsidiaries (as applicable) holds good and the Subsidiaries has valid marketable title in fee simple or equivalent to, or valid good and marketable leasehold interests in, or easements or other limited property interests in, all its real properties (the “Real Properties (including all Mortgaged PropertiesProperty”) and has valid title to its personal property and assetsand, in each case, except for Permitted Liens and except for defects in title that do not individually or in the aggregate materially interfere with affect its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Company and each of the its Subsidiaries (as applicable) has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (cii) As The Company and each of its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiaries in connection with the conduct of its business, except where the failure to hold such title or leasehold interest would not have a Material Adverse Effect (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Closing DateCompany’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the date hereof, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties maintenance or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as repairs which would not reasonably be expected to have result in a Material Adverse Effect. Except as disclosed in the Public Disclosure Documents, each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) Liens which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the U.S. Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would title, interests or easements could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) held in fee simple are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02 or arising by operation of law. (b) The Borrower and each None of the U.S. Borrower or the Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the U.S. Borrower and the Subsidiaries owns or possesses, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the U.S. Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the their businesses, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Amendment Effective Date, none of the U.S. Borrower and or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Amendment Effective Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing Date, none of U.S. Borrower or the Borrower and its Subsidiaries is obligated on the Amendment Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, interest in all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPOincluding all Mortgaged Properties) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of the Borrower and each of the Subsidiaries has complied in all material respects with all material obligations under all material leases (and Generating Plant Easements) to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases (and Generating Plant Easements) are in full force and effect, except . Each of the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases in respect of which the failure to be in full force (and effect would not reasonably be expected to have a Material Adverse EffectGenerating Plant Easements). (c) As of the Closing Funding Date, none of the Borrower and the Subsidiaries has not received any written notice of of, and does not have any knowledge of, any pending or contemplated condemnation or eminent domain proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)or eminent domain. (d) As of the Closing Funding Date, none neither the Borrower nor any of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as None of the Closing DateBorrower or the Subsidiaries has received any notice, or has any knowledge of, except as otherwise previously disclosed to Collateral Agent, a Mortgage encumbering improved Mortgaged Property which is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards, within the meaning of the National Flood Insurance Act of 1968, unless flood insurance available under such act has been obtained in accordance with the terms of this Agreement.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each casematerial Real Property), except for Permitted Liens and except for (i) defects in title that that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes purposes, (ii) Liens expressly permitted by Section 6.02 and except where the failure to have such title would not reasonably be expected to have, individually or (iii) leasehold interests that terminate in the aggregateordinary course of business in accordance with their terms and not on account of a tenant default. Each material parcel of Real Property is free from material structural defects and all building systems contained therein are in good working order and condition, a Material Adverse Effect. All such properties ordinary wear and assets tear excepted, suitable for the purposes for which they are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAcurrently being used. (b) The Each of Holdings, the Borrower and each the Subsidiaries, and, to the knowledge of the Subsidiaries Borrower, each other party thereto, has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are legal, valid, binding and in full force and effecteffect and are enforceable in accordance with their terms, except leases except, in respect of which the failure each case, for such noncompliance or such failures to be in full force and effect would that could not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect. Each of Holdings, the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all leases (whether as landlord or tenant) of Real Property existing as of the Closing Date the Borrower has promptly after execution delivered to the Administrative Agent true, complete and correct copies of all leases (whether as landlord or tenant) of Mortgaged Properties executed at any time after the Closing Date. (c) The Borrower has obtained all material Permits, licenses, variances and certificates (including certificates of occupancy) required by applicable law to be obtained and necessary to the use and operation of each parcel of Real Property, except where the failure to have such Permit, license, certificate or variance could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of Holdings, the Borrower and each of the Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect. Each of Holdings, except leases in respect of which the failure to be in full force Borrower and effect would not reasonably be expected to have a Material Adverse Effectthe Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) As of the Closing Date, none of neither Holdings nor the Borrower and the Subsidiaries has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, none of Holdings, the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein. (e) Holdings, the Borrower and each of the Subsidiaries owns, or is licensed to use, all Intellectual Property Collateral that is material to its business, and the use thereof by Holdings, the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except as permitted under Section 6.02 for any such infringements that, individually or 6.05 or as would in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned . No material claim is now pending or, to the knowledge of Holdings, the Borrower or any Subsidiary, has been asserted by any Loan Party as Person challenging the use of any Intellectual Property Collateral of Holdings, the Closing DateBorrower or any Subsidiary or the validity or effectiveness of any such Intellectual Property Collateral nor does Holdings, the Borrower or any Subsidiary know of any valid basis for any such claim.

Title to Properties; Possession Under Leases. (a) 3. Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (ba) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (cb) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (dc) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (ed) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each member of the Borrower and the Subsidiaries Allied Group has valid good title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests inall properties and assets which are material to the conduct of the business of the Allied Group, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each casetaken as a whole, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIAthe Loan Documents. (b) The Borrower and Schedule 3.07 sets forth the address of each landfill that is owned or leased by Allied Waste or any of its Restricted Subsidiaries as of the Restatement Effective Date. (c) As of the Restatement Effective Date, neither Allied Waste nor any of its Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any landfill or any sale or disposition thereof in lieu of condemnation. As of the Restatement Effective Date, except as set forth on Schedule 3.07, neither any landfill nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such landfill or interest therein. (d) Each member of the Allied Group has complied with all material obligations under all leases which are material to the Allied Group, taken as a whole, to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect, except where failure to do so or failure of such leases in respect of which the failure to be in full force and effect would could not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each member of the Allied Group enjoys peaceful and undisturbed possession under all such material leases, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries has have valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or the Subsidiaries has complied with all material obligations are in default under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Borrower, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation or eminent domain proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation or eminent domain that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.07(e). (ef) Schedule 1.01(E) lists each Material Real Property owned by As of the Closing Date, none of the Borrower and the Subsidiaries has received any Loan Party written notice of, or has any knowledge of, the occurrence or any voluntary or involuntary title loss, any involuntary loss of, damage to or destruction of all of any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of such casualty that remains unresolved as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The None of the Borrower and each of or the Subsidiaries has complied with all material obligations defaulted under all leases any lease to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or or, to their knowledge, contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof thereof, in lieu of condemnation condemnation, that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As None of the Closing DateHoldings, none of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and its Subsidiaries owns or possesses, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Acquired Business, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Restatement Effective Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Restatement Effective Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its Subsidiaries is obligated on the Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of UCAR, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property material properties and assets, in each case, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of UCAR, the Borrower and each of the Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of UCAR, the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to the Borrower and the Subsidiaries, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) As Each of the Closing DateUCAR, none of the Borrower and the Subsidiaries owns or has received licenses to use, or could obtain ownership of or licenses to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights and rights with respect thereto necessary for the present conduct of its business, without any written notice known conflict with the rights of others, and free from any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateburdensome restrictions, except as set forth on Schedule 3.07(c). (d) As of where such conflicts and restrictions could not, individually or in the Closing Dateaggregate, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E3.07(e) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The None of the Borrower and each of or the Subsidiaries has complied with all material obligations defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.21(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrower, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.21(c). (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and each of the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) material properties and has valid title to its personal property and material assets, in each case, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and Liens permitted by Section 6.2 and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.2. (b) The use by the Borrower and each of the Subsidiaries of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that the Borrower’s or any Subsidiaries’ use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Borrower and each of the Subsidiaries has complied with all material obligations due and payable or required to be performed under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such material leases are in full force and effect. The Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except leases in respect of which where the failure to be in full force and effect would so enjoy could not reasonably be expected to have a Material Adverse Effect. (cd) As The Borrower and each of the Closing DateSubsidiaries owns, none or is licensed to use, all Patents, patent applications, Trademarks, trade names, servicemarks, Copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted in writing and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower or any Subsidiary know of any valid basis for any such claim, which claim is reasonably likely to have a Material Adverse Effect. The use of such Intellectual Property by the Borrower and each Subsidiary does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) Except pursuant to licenses and other user agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, on and as of the date hereof (i) the Borrower and each Subsidiary owns and possesses the right to use, and has done nothing to authorize or enable any other person to use, any of its Copyrights, Patents or Trademarks and (ii) all registrations listed in Schedule III to the Guarantee and Collateral Agreement are valid and in full force and effect, in each case, except for any failure which could not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. (f) To the Borrower’s and each Subsidiary’s knowledge, on and as of the date hereof, (i) there is no violation by others of any right of the Borrower and or such Subsidiary with respect to any of its Copyrights, Patents or Trademarks, respectively, pledged by it under the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none name of the Borrower and its Subsidiaries or such Subsidiary, as the case may be, (ii) the Borrower or such Subsidiary is obligated under not infringing upon any right of first refusalCopyright, option Patent or other contractual right to sell, assign or otherwise Dispose Trademark of any Mortgaged Property other person other than, in the case of clauses (i) and (ii), such violation or any interest thereininfringement that, except as permitted under Section 6.02 individually or 6.05 or as would in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (iii) no proceedings have been instituted or are pending against the Borrower or such Subsidiary or threatened, and no claim against such the Borrower or such Subsidiary has been received by the Borrower or such Subsidiary, as the case may be, alleging any such violation, except any violations which could not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the each of its Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) have good and has valid title to its personal property all of their properties and assets, in each case, except for subject solely to Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties The Borrower and assets are free each of its Subsidiaries have maintained, in all material respects and clear of Liensin accordance with normal industry practice, other than Permitted Liens or Liens arising by operation of law. The Equity Interests all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Borrower owned by Holdings (prior or any of its Subsidiaries that is necessary to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAconduct their business as it is now conducted. (b) The Borrower and each of the its Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each of its Subsidiaries have good title to or valid leasehold interests (subject to Permitted Liens) in all real property owned by them, except as could not reasonably be expected to have a Material Adverse Effect. (cd) As of the Closing Date, none of the The Borrower and each of its Subsidiaries owns or possesses, or has the Subsidiaries has received right to use or could obtain ownership or possession of or a right to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names and copyrights necessary for the present conduct of its business, without any written notice known conflict with the rights of others, and free from any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateburdensome restrictions, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower where such conflicts and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would restrictions could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Reserved. (f) Reserved. (g) Schedule 1.01(E3.07(g) lists each Material Real Property owned by any Loan Party sets forth as of the Closing DateDate (i) the name and jurisdiction of incorporation, formation or organization of each Loan Party, (ii) as to each such Subsidiary of Borrower, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof, and (iii) the total assets (excluding intangible assets and intercompany investments) of each Loan Party (other than the Borrower) that will execute the Guaranty Agreement as of the Closing Date and the percentage of each such Loan Party’s total assets to the Borrower’s Consolidated Total Assets.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E1.01(B) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the U.S. Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would title, interests or easements could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) held in fee simple are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02 or arising by operation of law. (b) The Borrower and each None of the U.S. Borrower or the Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b) to the 2013 Credit Agreement, each of the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Except as set forth on Schedule 3.07(c) to the 2013 Credit Agreement, each of the U.S. Borrower and the Subsidiaries owns or possesses, or has rights under, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the U.S. Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the their businesses, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Amendment Effective Date, none of the U.S. Borrower and or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Amendment Effective Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing U.S. Borrower or the Subsidiaries is obligated, as of the Amendment Effective Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 6.03 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrowers and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid and subsisting leasehold interests in, or easements or other limited property interests inin all of its property, including, without limitation, all its personal property, all Real Properties (including Property, and all Mortgaged Properties) and has valid title Equity Interests, subject solely to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes Real Estate Encumbrances and except where the failure to have such title or interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties The Borrowers and assets are free the Subsidiaries have maintained or caused to be maintained, in all respects and clear of Liensin accordance with normal mining industry or prudent oilfield practice, other than Permitted Liens or Liens arising by operation of law. The Equity Interests all of the machinery, equipment, vehicles, preparation plants or other Coal processing facilities, loadout and other transportation facilities and other tangible personal property now owned or leased by the Borrowers and the Subsidiaries that is necessary to conduct their business as it is now conducted at such properties, except where the failure to maintain would not reasonably be expected to have a Material Adverse Effect. As of the Effective Date, Part 1 of Schedule 3.07(a) hereto sets forth a true, complete, accurate and correct list of all Material Leased Real Property and Part 2 of Schedule 3.07(a) hereto sets forth a true, complete, accurate and correct list of all Material Owned Real Property. There has been no occurrence of any fire, explosion, implosion, collapse, flooding, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, in each case affecting any Borrower owned by Holdings (prior or any of its Subsidiaries, that either individually or in the aggregate, directly or indirectly resulted in or could reasonably be expected to result in, a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAMaterial Adverse Effect. (b) The Borrower and Other than as a result of the filing of the Cases, each of the Borrowers and the Subsidiaries has complied with all material obligations under all leases (including, without limitation, Mining Leases and Real Property Leases) to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except (i) leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect and (ii) that are less than fully marketable because the consent of the lessor to a future assignment has not been obtained. Each of the Borrowers and the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, in each case other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Effective Date, except as set forth on Schedule 3.07(c) to this Agreement, none of the Borrowers or any of the Subsidiaries has received written or, to the knowledge of any Borrower and/or any Subsidiary, other notice of claims that any Borrower or any Subsidiary has mined any Coal that it did not have the right to mine or mined any Coal or produced any oil, natural gas or other hydrocarbons in such a manner as to give rise to any claims for loss, waste or trespass, and, to the knowledge of the Borrowers and the Subsidiaries, no facts exist upon which such a claim could be based, in each case, other than claims that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrowers, all Material Real Property that is being mined or operated is in a physical condition that would permit mining or oil and natural gas production operations as presently conducted in all material respects. (d) (i) Each of the Borrowers and the Subsidiaries owns or possesses the valid right to use all Intellectual Property that is used or held for use in or is otherwise necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflicts would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, or except as set forth on Schedule 3.07(d)(i) to this Agreement, (ii) neither any Borrower nor any of its or their Subsidiaries, nor any of their respective businesses, is to their best knowledge interfering with, infringing upon, misappropriating or otherwise violating, in each case in any material respect, Intellectual Property of any Person, (iii) no claim or litigation regarding any such interference, infringement, misappropriation or violation, or challenging the ownership, validity, enforceability or use of any Intellectual Property of any of the Borrowers or their Subsidiaries, is pending or, to the best knowledge of the Borrowers and the Subsidiaries, threatened, and (iv) to the best knowledge of the Borrowers and the Subsidiaries, no Person is interfering with, infringing upon, misappropriating or otherwise violating, in each case in any material respect, Intellectual Property owned or possessed by any of the Borrowers or their Subsidiaries. (e) None of any Borrower or any of its or their Subsidiaries has received any written or, to the knowledge of any Borrower, other notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties its Real Property or any sale or disposition thereof in lieu of condemnation that remains unresolved as of unresolved, except where such condemnation proceeding would not reasonably be expected to have, individually or in the Closing Dateaggregate, a Material Adverse Effect, except as set forth on Schedule 3.07(c)3.07(e) to this Agreement or the Cases. (df) As None of the Closing Date, none of the Borrower Borrowers and its their Subsidiaries is obligated under any right of first refusal, preferential right to purchase, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Real Property or any interest therein, other than customary buy-back provisions following the termination of mining operations, satisfaction of reclamation obligations and release of applicable Mining Permits with respect to Real Property, except where such right of first refusal, preferential right to purchase, option or other contractual right would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(f) to this Agreement. (g) Schedule 3.07(g) to this Agreement sets forth the true, complete, accurate and correct name and jurisdiction of incorporation, formation or organization of each Borrower and each Subsidiary and the percentage of each class of Equity Interests owned by any Borrower or by any such Subsidiary, indicating the ownership thereof. Other than as set forth in Schedule 3.07(g), CPE does not have any direct or indirect Subsidiaries. (h) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and other rights to receive Equity Interests of a Borrower granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of any Borrower or any of the Subsidiaries, except where such subscriptions, options, warrants, calls, rights or other agreements or commitments would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(h) to this Agreement. (i) All of the outstanding Equity Interests in each Borrower and each Subsidiary have been validly issued, are fully paid and nonassessable, and (other than the Equity Interests in CPE) are owned free and clear of all Liens (except those Liens permitted under Section 6.02 6.03). (j) With respect to each Real Property, there are no rights or 6.05 claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and 153 effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date, none of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, Intermediate Holdings, the Closing Date, none of the U.S. Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the its Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of the Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and its Subsidiaries owns or possesses, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Acquired Business, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Third Restatement Effective Date, none of the Borrower and the its Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting Table of Contents any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Third Restatement Effective Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its Subsidiaries is obligated on the Third Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under as a Permitted Lien or by Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as 2.04 of the Closing Date.Annex A.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Material Subsidiaries has good and valid title in record fee simple or equivalent title (insurable at ordinary rates) to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property properties and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.04 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, the Borrower and each of the Material Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. (c) As . Each of the Closing DateHoldings, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion each of the Mortgaged Properties or any sale or disposition thereof Material Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in lieu respect of condemnation that remains unresolved as of which the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower failure to enjoy peaceful and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would undisturbed possession could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (ec) Schedule 1.01(E) lists each Each of Holdings, the Borrower and the Material Real Property owned by Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any Loan Party as known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the Closing Dateaggregate, a Material Adverse Effect.

Title to Properties; Possession Under Leases. (a) Each Borrower, each other Loan Party and each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each Borrower, each other Loan Party and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower Borrowers, the other Loan Parties and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower Borrowers, the other Loan Parties and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Acquired Business, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing DateHoldings, none of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the each of its Subsidiaries has valid good record and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has good and valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of lawLiens. The Equity Interests As of the Borrower owned by Holdings (prior Closing Date, all material permits required to a Qualified IPO) have been issued or appropriate to enable the Real Properties to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are free in full force and clear of Liens, other than Liens permitted by Article VIAeffect. (b) The Each Borrower and each of the its Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.07(b), each Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none no Borrower nor any of the Borrower and the their respective Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As No Borrower nor any of the Closing Date, none of the Borrower and its their respective Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under by Section 6.02 7.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect7.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrowers and the its Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each Each of the Borrowers and its Subsidiaries has have complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, Effect and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and Borrowers or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower Borrowers and its the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 6.05, or as would not reasonably be expected to have a Material Adverse Effectin connection with the Post-Closing Restructuring Transaction. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Restricted Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including in all Mortgaged Properties) and has valid title , subject solely to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes Real Estate Encumbrances and except where the failure to have such title or interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties The Borrower and assets are free the Restricted Subsidiaries have maintained or caused to be maintained, in all respects and clear of Liensin accordance with normal mining industry practice, other than Permitted Liens or Liens arising by operation of law. The Equity Interests all of the machinery, equipment, vehicles, preparation plants or other Coal processing facilities, loadout and other transportation facilities and other tangible personal property now owned or leased by the Borrower owned and the Restricted Subsidiaries that is necessary to conduct their business as it is now conducted at such properties, except where the failure to maintain would not reasonably be expected to have a Material Adverse Effect. All of the Existing Real Property Collateral, as listed in Schedule 3.07(a), is, as of the Third Amendment Effective Date, encumbered by Holdings Mortgages in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties securing the Obligations. All of the Xxxxxx Mortgaged Properties will be encumbered, within one hundred and twenty days (prior to a Qualified IPO120) are free of the Third Amendment Effective Date or such longer period as the Collateral Agent may agree in its reasonable discretion, by Mortgages in favor of the Collateral Agent for its benefit and clear the benefit of Liens, other than Liens permitted by Article VIAthe Secured Parties securing the Obligations. (b) The Each of the Borrower and each of the Restricted Subsidiaries has complied with all material obligations under all leases (including, without limitation, Mining Leases) to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except (i) leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect and (ii) that are less than fully marketable because the consent of the lessor to a future assignment has not been obtained. Each of the Borrower and the Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such leases, in each case other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Third Amendment Effective Date, except as set forth on Schedule 3.07(c), none of the Borrower or any of the Restricted Subsidiaries has received written or, to the knowledge of the Borrower and the Restricted Subsidiaries, other notice of claims that the Borrower or any Restricted Subsidiary has mined any Coal that it did not have the right to mine on any Mortgaged Property or mined any Coal in such a manner as to give rise to any claims for loss, waste or trespass on any Mortgaged Property, and, to the knowledge of the Borrower and the Restricted Subsidiaries, no facts exist upon which such a claim could be based other than claims that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Each of the Borrower and the Restricted Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights and rights or licenses with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflicts would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(d). (e) As of the Third Amendment Effective Date, none of the Borrower and the its Restricted Subsidiaries has received any written or, to the knowledge of the Borrower, other notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Third Amendment Effective Date, except where such condemnation proceeding would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c3.07(e). (df) As of the Closing Date, none None of the Borrower and its Restricted Subsidiaries is obligated on the Third Amendment Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 6.03, 6.04 or 6.05 and other than customary buy-back provisions following the termination of mining operations, satisfaction of reclamation obligations and release of applicable Mining Permits with respect to a Mortgaged Property, except where such right of first refusal, option or other contractual right would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(f). (g) Schedule 3.07(g) sets forth as of the Third Amendment Effective Date the name and jurisdiction of incorporation, formation or organization of each Restricted Subsidiary of the Borrower and, as to each such Restricted Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Restricted Subsidiary, indicating the ownership thereof. (h) As of the Third Amendment Effective Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and other rights to receive Equity Interests of the Borrower granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the Borrower or any of the Restricted Subsidiaries, except where such subscriptions, options, warrants, calls, rights or other agreements or commitments would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(h). (i) With respect to each Mortgaged Property on which significant surface Improvements are located, there are no rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Issuer and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all any Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower Issuer owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAIX. (b) The Borrower Issuer and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower Issuer and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding or Casualty Event affecting all or any material portion of the any Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower Issuer and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 8.02 or 6.05 8.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each There is no Material Real Property owned by any Loan Note Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.08, each of Holdings, the Borrower and the Subsidiaries Subsidiary Guarantors has good and marketable title to (including in connection therewith, valid title in fee simple or equivalent toeasements), or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Except as set forth on Schedule 3.08, each of Holdings, the Borrower and each of the Subsidiaries Subsidiary Guarantors has complied with all material post-petition obligations under all material leases (including all leases of Mortgaged Property) to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect. Each of Holdings, except leases the Borrower and the Subsidiary Guarantors enjoys peaceful and undisturbed possession under all such material leases. Subject to the entry of the Orders, the granting of a Lien encumbering the proceeds of the leasehold interest of Holdings, the Borrower and any Subsidiary Guarantor in respect of which any Mortgaged Property (i) does not require landlord consent or approval under the failure to be applicable lease that has not been obtained and (ii) will not violate or result in full force and effect would not reasonably be expected to have a Material Adverse Effectdefault under such lease. (c) As of the Closing Date, none of Holdings, the Borrower and the Subsidiaries or any Subsidiary Guarantor has received any written actual notice of of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties owned by it or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, other than with respect to the MontBleu Hotel and Casino, none of Holdings, the Borrower and its Subsidiaries or any Subsidiary Guarantor is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the their respective Subsidiaries has good and valid title in record fee simple title to (in the case of owned real property), or equivalent to, good title to or valid leasehold interests in, or easements or other limited property interests in, or has a license to use, all its Real Properties (including all Mortgaged Properties) real and has valid title to its personal property and assets, in each caseassets material to its business, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such properties and assets are free and clear of Liens, other than (in the case of any such properties or assets other than Equity Interests) Permitted Liens or and (in the case of Equity Interests) Liens arising by operation of law. The Equity Interests referenced in clauses (a), (b), (f) and (g) of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear definition of “Permitted Liens, other than Liens permitted by Article VIA”. (b) The Each of Holdings, the Borrower and each of the their respective Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Borrower and their respective Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each of the Closing DateHoldings, none of the Borrower and their respective Subsidiaries (i) owns or has a license to use, on terms not materially adverse to it, all Intellectual Property and rights with respect thereto necessary for the Subsidiaries present conduct of its business, without any conflict (of which the Borrower has received been notified in writing) with the rights of others, and free from any written notice burdensome restrictions on the present conduct of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateits business, except as set forth on Schedule 3.07(c). where the failure to own or have a license to use could not reasonably be expected to have a Material Adverse Effect and (dii) As of the Closing Datehas taken commercially reasonable steps, none of the Borrower consistent with industry standards, to maintain and protect its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest thereinIntellectual Property, except as permitted under Section 6.02 or 6.05 or as would where the failure to maintain and protect any such Intellectual Property could not reasonably be expected to have a Material Adverse Effect. Neither Holdings, the Borrower nor any of their respective Subsidiaries is infringing upon, misappropriating, diluting or otherwise violating the Intellectual Property rights of any other Person, except where any such infringement, misappropriation, dilution, or violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and there is no pending or threatened claim or litigation against any of Holdings, the Borrower or their respective Subsidiaries alleging any such infringement, misappropriation, dilution or other violation. With respect to each item of Intellectual Property, each of Holdings, the Borrower and their respective Subsidiaries (i) has the right to use and possesses all right, title and interest in and to such Intellectual Property free and clear of any Liens, licenses or other restrictions, other than Permitted Liens, and (ii) has performed all acts (including making all necessary recordations and filings) and has paid all required fees and taxes to maintain such Intellectual Property in full force and effect and to protect and maintain its interest therein, except where the failure to maintain or have the right to use any such Intellectual Property could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the each of their Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would in the aggregate could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of Holdings, the Borrower and each of the their Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the Borrower and each of their Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to Holdings and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) Each of Holdings, the Borrower and each of their Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the Borrower and the their Subsidiaries has received any written notice of of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing DateHoldings, none of the Borrower and its their Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section Sections 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.07(e). (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower The Loan Parties have good and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property all of their properties and assets, in each case, except for subject solely to Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties The Loan Parties have maintained, in all material respects and assets are free and clear of Liensin accordance with normal industry practice, other than Permitted Liens or Liens arising by operation of law. The Equity Interests all of the Borrower machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by Holdings (prior the Loan Parties that is necessary to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAconduct their business as it is now conducted. (b) The Borrower and each of the Subsidiaries Each Loan Party has complied with all material obligations under all leases to which it is a party, except where the failure to comply would could not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. The Loan Parties enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Loan Parties have good title to or valid leasehold interests (subject to Permitted Liens) in all real property owned by them, except as could not reasonably be expected to have a Material Adverse Effect. (cd) As Each Loan Party owns or possesses, or has the right to use or could obtain ownership or possession of or a right to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names and copyrights necessary for the Closing Datepresent conduct of its business, none without any known conflict with the rights of the Borrower others, and the Subsidiaries has received free from any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateburdensome restrictions, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower where such conflicts and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would restrictions could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Reserved. (f) Reserved. (g) Schedule 1.01(E3.07(g) lists each Material Real Property owned by any Loan Party sets forth as of the Closing DateDate (i) the name and jurisdiction of incorporation, formation or organization of each Loan Party, (ii) as to each such Subsidiary of Borrower, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof, and (iii) the total assets (excluding intangible assets and intercompany investments) of each Loan Party (other than the Borrower) that will execute the Guaranty Agreement as of the Closing Date and the percentage of each such Loan Party’s total assets to the Borrower’s Consolidated Total Assets.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrower or its Subsidiaries has complied with all material obligations defaulted under all leases any lease to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrower’s or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing 101 QDI – A&R Credit Agreement (2014) necessary for the present conduct of its business, without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrower and the Subsidiaries, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or or, to their knowledge, contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As of the Closing Date, none None of the Borrower and its the Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries has valid other Loan Parties have good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements a license or other limited property interests inright to use, all its Real Properties their respective material properties and material assets that are included in the Collateral (including all Mortgaged PropertiesProperty) and has including valid rights, title and interests in or rights to its personal property control or occupy easements or rights of way used in connection with such properties and assets, in each case, except for free and clear of all Liens or other exceptions to title other than Permitted Liens and except for minor defects in title that that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except purposes. (b) Except as set forth in Schedule 3.07 or where the failure to have such title would do so could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPOi) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries Loan Parties has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such material leases are in full force and effect, except leases in respect effect and (ii) each of which the failure to be in full force Loan Parties enjoys peaceful and effect would not reasonably be expected to have a Material Adverse Effectundisturbed possession under all such material leases. (c) As of the Closing DateExcept as set forth in Schedule 3.07, none of the Borrower and or any of the Subsidiaries other Loan Parties has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved (i) as of the Closing DateDate or (ii) at any time thereafter, except as set forth on Schedule 3.07(c). which in the case of clause (dii) As of the Closing Datehas had, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not could reasonably be expected to have have, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (ai) Each of the Borrower Transaction Party has good and the Subsidiaries has valid title in record fee simple or equivalent title to, or valid leasehold (including subleasehold, as applicable) interests in, or good possessory title to, or easements or other limited property interests in, all its Real Properties (properties and assets, including all Mortgaged Properties) and has valid title , subject solely to its personal property and assets, in each case, except for Permitted Liens Encumbrances and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except (A) where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) in the case of the Utah Subleases, the XXXXX Consent, which has not been obtained. To the Company’s knowledge, each unpatented mining claim that is included in the Mortgaged Property has been validly located (except no representation or warranty is made hereunder with respect to a discovery on any such claim) and, subject to fulfillment by a Transaction Party of its Active Mining Duties, properly maintained in accordance with state and Federal law and no material conflict exists with the unpatented mining claims held by any other Person. The Company has maintained, in all material respects and in accordance with normal mining industry practice, all of the machinery, equipment, vehicles, processing plants or facilities, loadout and other transportation facilities and other tangible personal property now owned or leased by the Company that is necessary to conduct the Mining Activities as now conducted by it. All such properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02 or arising by operation of law. (ii) Each Transaction Party and, to the knowledge of the Company, each other party has complied with all obligations under all leases (including the Mining Leases) to which such Transaction Party is a party, in each case except where the failure to comply would not have a Material Adverse Effect, and all such leases (including subleases and, in the case of the Utah Subleases, subject to obtaining the XXXXX Consent) are in full force and effect, except leases (including subleases) in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each Transaction Party enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and un-disturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear A memorandum of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of lease with respect to each Principal Lease Agreement has been recorded in the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAapplicable land records office. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (ciii) As of the Closing Effective Date, the estate, title and interest of the Transaction Parties in those Real Properties subject to a Mortgage delivered on or prior to the Effective Date constitute all of the estate, title and interest in Real Properties necessary for the conduct of the Yellowhammer Mining Activities and the Kiewit Mining Activities, except as otherwise disclosed on Schedule 4.01(q)(iii). As of the Effective Date, the Real Properties subject to a Mortgage delivered on or prior to the Effective Date constitute substantially all of the base and precious metal or other mineral reserves and related surface Improvements owned or leased by the Transaction Parties, other than the Excluded Property. All of the Owned Real Properties and Leased Real Properties owned or leased as of the Effective Date (other than the Excluded Properties, if any) are encumbered by Mortgages in favor of the Investor securing the Obligations. All of the After Acquired Properties (other than any Excluded Property) and Required Properties (in each case, if any) are, as of the date of the recordation of a respective Additional Mortgage in respect thereof, encumbered by Additional Mortgages in favor of the Investor securing the Obligations. (iv) Prior to the Effective Date, no Transaction Party has engaged in any mining activities, except as otherwise disclosed on Schedule 4.01(q)(iv). (v) As of the Effective Date, none of the Borrower and the Subsidiaries Transaction Parties has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Effective Date, except as set forth on Schedule 3.07(c). (dvi) As None of the Closing Date, none of the Borrower and its Subsidiaries Transaction Parties is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 6.05. (vii) To the knowledge of the Company, with respect to each Owned Real Property or Leased Real Property on which significant surface Improvements are located, there are no rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as would could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower Borrowers and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title or interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each None of the Borrowers or the Subsidiaries has complied with all material obligations defaulted under all any leases to which it is a party, except where the failure to comply would for such defaults as could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such . All of the Borrowers’ or Subsidiaries’ leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. The Borrowers and each of the Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrowers and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrowers have been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the business of the Borrowers, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date, none of the Borrower Borrowers and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing Date, none of Borrowers and the Borrower and its Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.04. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the its Restricted Subsidiaries has have good and valid title in record fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assetsall owned Real Property, in each case, except for subject solely to Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties The Borrower and assets are free its Restricted Subsidiaries have maintained, in all material respects and clear of Liensin accordance with normal industry practice, other than Permitted Liens or Liens arising by operation of law. The Equity Interests all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Borrower owned by Holdings (prior and its Restricted Subsidiaries that is necessary to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIAconduct their business as it is now conducted. (b) The Borrower and each of the its Restricted Subsidiaries has have valid leasehold interests (subject to Permitted Encumbrances) in all leased Real Property set forth on Schedule 3.17, except as would not reasonably be expected to have a Material Adverse Effect. The Borrower and its Restricted Subsidiaries have complied with all material obligations under all leases of Real Property to which it is a party, except where for obligations for which the failure to comply would not reasonably be expected to have a Material Adverse Effect, and and, except as set forth on Schedule 3.07(b), all such leases of Real Property are in full force and effect, except leases of Real Property in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Restricted Subsidiaries enjoy peaceful and undisturbed possession under all such leases of Real Property, other than leases of Real Property in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the representations or warranties in this Section 3.07(b) applies to leases of Real Property covering any Midstream Assets. (c) The Borrower and its Restricted Subsidiaries own or possess, or have the right to use or could obtain ownership or possession of or a right to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names and copyrights necessary for the present conduct of their business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date, none of neither the Borrower and the nor any of its Restricted Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c3.07(d). (de) As of the Closing Date, none of Neither the Borrower and nor any of its Restricted Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (ef) Schedule 1.01(E3.07(f) lists each Material Real Property owned by any Loan Party sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof. (g) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests of the Borrower or any of its Restricted Subsidiaries, except as set forth on Schedule 3.07(g). (h) Schedule 3.07(h) sets forth as of the Closing Date a complete and accurate list of all of the Material Subsidiaries of the Borrower, the jurisdiction of organization of each such Material Subsidiary and whether such Material Subsidiary is initially a Restricted Subsidiary or an Unrestricted Subsidiary. (i) As of the Closing Date, after giving effect to the initial public offering of the common limited partnership units of the Borrower, the Sponsor or its Subsidiaries own 100% of the general partnership interests and at least 51% of the limited partnership interests in the Borrower.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests valid licensed rights in, as the case may be, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each caseProperty), except (i) for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would or (ii) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of Holdings, the Borrower and each of the Subsidiaries has complied in all material respects with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect, except leases and each of Holdings, the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except, in respect of which the failure to be in full force and effect would each case, as could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none of neither Holdings nor the Borrower and the Subsidiaries has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)condemnation. (d) As of the Closing Date, none of Holdings, the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each As of the Closing Date, each of Intermediate Holdings, the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assetsProperty), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower and each As of the Subsidiaries Closing Date, each Loan Party has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such leases are in full force and effect, except effect other than such non-compliance or breach which would not reasonably be expected to have a Material Adverse Effect. Each Loan Party enjoys peaceful and undisturbed possession under all such leases in respect of other than such non-compliance or breach which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of neither Intermediate Holdings nor the Borrower and the Subsidiaries has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as condemnation. (d) As of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date3.07, none of the Borrower and its Subsidiaries no Loan Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrower, each other Loan Party and the Subsidiaries each other Material Subsidiary has valid good record and insurable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assetsassets (including any Mortgaged Vessel owned by such person), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each Loan Party and each of the Subsidiaries other Material Subsidiary has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each Loan Party and Material Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each Loan Party and each other Material Subsidiary owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the Closing Dateforegoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, none without any conflict (of which the Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Borrower and each Material Subsidiary, as the Subsidiaries has received any written notice of any pending case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or contemplated condemnation proceeding affecting any material portion of in the Mortgaged Properties aggregate, a Material Adverse Effect or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the U.S. Borrower and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would title, interests or easements could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) held in fee simple are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02 or arising by operation of law. (b) The Borrower and each None of the U.S. Borrower or the Subsidiaries has complied with all material obligations have defaulted under all any leases to which it is a party, except where the failure to comply for such defaults as would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b) to the November 2006 Credit Agreement, each of the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the U.S. Borrower and the Subsidiaries owns or possesses, or could obtain ownership or possession of or rights under, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any conflict (of which the U.S. Borrower has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the their businesses, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing November 2006 Amendment Effective Date, none of the U.S. Borrower and or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing November 2006 Amendment Effective Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing Date, none of U.S. Borrower or the Borrower and its Subsidiaries is obligated on the November 2006 Amendment Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, Intermediate Holdings, the U.S. Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) As of the Closing Date and the Restatement Effective Date, none of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date or the Restatement Effective Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, Intermediate Holdings, the Closing Date, none of the U.S. Borrower and its the Subsidiaries is obligated on the Closing Date or the Restatement Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Borrowers and the their Subsidiaries has good and valid title in record fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title , subject solely to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes Encumbrances and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrowers and their Subsidiaries have maintained, in all material respects and in accordance with normal industry practice, all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Borrowers and the other Subsidiaries that is necessary to conduct their business as it is now conducted. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) Mortgaged Properties are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02 or arising by operation of law. (b) The Borrower and each Each of the Borrowers and their Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of the Borrowers and their Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Date, none the Borrowers and their Subsidiaries have good title to or valid leasehold interests in all real property set forth on Schedule 3.17(a) and Schedule 3.17(b), and all such real property is reasonably necessary for the conduct of the business and operations of Borrower and the Subsidiaries as currently conducted. (d) Each of the Borrowers and their Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) As of the Closing Date, none of the Borrowers and their Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c3.07(e). (df) As None of the Closing Date, none of the Borrower Borrowers and its their Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (eg) Schedule 1.01(E3.07(g) lists each Material Real Property owned by any Loan Party sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Domestic Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Domestic Borrower or by any such Subsidiary, indicating the ownership thereof. (h) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the Domestic Borrower, or any of the Subsidiaries, except rights of employees to purchase Equity Interests of the Domestic Borrower in connection with the Transactions or as set forth on Schedule 3.07(h).

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and each of the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property material properties and assets, in each case, except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to the Borrower and the Subsidiaries, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) As The Borrower and each of the Closing DateSubsidiaries owns or possesses, none or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the Borrower rights of others, and the Subsidiaries has received free from any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateburdensome restrictions, except as set forth on Schedule 3.07(c). (d) As of where such conflicts and restrictions could not, individually or in the Closing Dateaggregate, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries each Subsidiary has valid title in good and insurable fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties real properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Borrower and each of the Subsidiaries Subsidiary has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The Borrower and each Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Original Effective Date, none of the Borrower and the Subsidiaries or any Subsidiary has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c)unresolved. (d) As of the Closing Date, none None of the Borrower and its Subsidiaries or any Subsidiary is obligated on the Original Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower Borrowers and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each of the Borrowers and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of the Borrowers and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Amendment Effective Date, none of the Borrower and Borrowers or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Amendment Effective Date, except as set forth on Schedule 3.07(c). (d) As None of the Closing Date, none of Borrowers or the Borrower and its Subsidiaries is obligated on the Amendment Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower Intermediate Holdings and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and Except as set forth on Schedule 3.07(b), each of Intermediate Holdings and the Subsidiaries has complied with all material obligations under all leases to which it is a partyparty that have not been rejected in the Chapter 11 Cases, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Intermediate Holdings and the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As Each of the Closing Date, none of the Borrower Intermediate Holdings and the Subsidiaries has received owns or possesses the right to use, all Intellectual Property Rights and all licenses and rights with respect to any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties foregoing used in the conduct of their businesses, without any conflict (of which Intermediate Holdings or any sale Subsidiary has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of Intermediate Holdings and each Material Subsidiary, as the case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Dateaggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings, the Borrower Borrowers and the Subsidiaries has valid title in fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each of the Borrowers and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of the Borrowers and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) As of the Closing Amendment Effective Date, none of the Borrower and Borrowers or the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Amendment Effective Date, except as set forth on Schedule 3.07(c). (d) As None of the Closing Date, none of Borrowers or the Borrower and its Subsidiaries is obligated on the Amendment Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of AAMM, the Borrower and each of the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties material properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectpurposes. All such material properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens expressly permitted by Article VIASection 6.02. (b) The Each of AAMM, the Borrower and each of the Subsidiaries has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of AAMM, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to the Borrower and the Subsidiaries, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. (c) As Each of AAMM, the Borrower and each of the Closing Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.07(c). (d) Except as set forth on Schedule 3.07(d), as of the Escrow Funding Date, none of AAMM, the Borrower and the Subsidiaries has received any written notice of of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Escrow Funding Date, except as set forth on Schedule 3.07(c). (de) As None of the Closing DateAAMM, none of the Borrower and its the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section Sections 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.07(e). (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the The Borrower and the Subsidiaries has valid other Loan Parties have good and marketable title in fee simple or equivalent to, or valid leasehold interests in, or easements a license or other limited property interests inright to use, all its Real Properties their respective material properties and material assets that are included in the Collateral (including all Mortgaged PropertiesProperty) and has including valid rights, title and interests in or rights to its personal property control or occupy easements or rights of way used in connection with such properties and assetsassets (“Easements”), in each case, except for free and clear of all Liens or other exceptions to title other than Permitted Liens and except for minor defects in title that that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except purposes. (b) Except as set forth in Schedule 3.07 or where the failure to have such title would do so could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPOi) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries Loan Parties has complied with all material obligations under all material leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, party and all such material leases are in full force and effect, except leases in respect effect and (ii) each of which the failure to be in full force Loan Parties enjoys peaceful and effect would not reasonably be expected to have a Material Adverse Effectundisturbed possession under all such material leases. (c) As of the Closing DateExcept as set forth in Schedule 3.07, none of the Borrower and or any of the Subsidiaries other Loan Parties has received any written notice of of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved (i) as of the Closing DateFirst Restatement Date or (ii) at any time thereafter, except which in the case of clause (ii) has had, or could reasonably be expected to have, a Material Adverse Effect. (d) Except as set forth on Schedule 3.07(c). (d) As 3.07, as of the Closing First Restatement Date, none of the Borrower and its or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.. Section 3.08

Title to Properties; Possession Under Leases. (a) Each of Holdings, the U.S. Borrower and the their Subsidiaries has good and valid title in record fee simple or equivalent title (insurable at ordinary rates) to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties properties and assets (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case), except for Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens expressly permitted by Section 6.02 or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Each of Holdings, the U.S. Borrower and each of the their Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would could not reasonably be expected to have a Material Adverse Effect. Each of Holdings, the U.S. Borrower and each of their Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of Holdings, the U.S. Borrower and their Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of Holdings, the U.S. Borrower and the their Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, the Closing Date, none of the U.S. Borrower and its their Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of Holdings (prior to Qualified IPO), the Borrower Borrowers and the Subsidiaries has valid title in good and insurable fee simple or equivalent title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid good and marketable title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower Each of the Borrowers and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected considered to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each of Holdings, the Borrowers and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Borrowers and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing necessary for the present conduct of its business, without any conflict (of which the Borrowers have been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of Target, except where such conflicts and restrictions would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower Borrowers and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (de) As None of Holdings, the Closing Date, none of the Borrower Borrowers and its their Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Title to Properties; Possession Under Leases. (a) Each of the Borrower and the Subsidiaries has valid good and marketable title in fee simple or equivalent to, or easements or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of lawLiens. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect6.05. (e) Schedule 1.01(E) lists each Material Real Property Property, if any, owned by any Loan Party as of the Closing Date.