Common use of Title to Properties; Priority of Liens Clause in Contracts

Title to Properties; Priority of Liens. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' ’ rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. (a) Each Obligor Loan Party and each Restricted Subsidiary thereof has good and indefeasible title to (other than an Excluded Subsidiaryor valid leasehold interests in) has all of its Real Estate necessary in the ordinary course of business, and good title to all of its personal Propertyproperty, including all Property property reflected in any financial statements delivered to the Administrative Agent or the Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and each Restricted Subsidiary (other than an Excluded Subsidiary) thereof has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Propertiesproperties, other than Permitted Liens. This Agreement creates Upon execution and delivery thereof by the parties thereto, the Collateral Documents (other than the Mortgages, which are the subject of Section 5.5(b)) will be effective to create legal and valid Liens on all the applicable Collateral in favor of Agent, the Administrative Agent for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and, upon the enforcement taking of creditors' rights generally such actions set forth in the Collateral Documents, such Liens (i) to the extent contemplated in such Collateral Documents, constitute perfected and continuing Liens on all of the availability of equitable remediesapplicable Collateral, (ii) have priority over all other Liens on the Collateral, except for Permitted Liens that are expressly allowed to have priority over the Administrative Agent’s Liens granted pursuant to the Collateral Documents and (iii) are enforceable against each Loan Party granting such Liens. (ab) As The Mortgages executed and delivered on the Closing Date, if any, are, and the Mortgages executed and delivered after the Closing Date will be, effective to create in favor of the date hereofAdministrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property (as such term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the certificated Equity Interests proper real estate filing or recording offices, and Instruments that constitute Collateral all relevant mortgage taxes and recording charges are delivered to Agentduly paid, the Lien created under this Agreement Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title title, and interest of the Borrowers applicable Loan Parties in such certificated Equity Interests and InstrumentsMortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to the Lien of any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to except for Permitted Liens.

Title to Properties; Priority of Liens. Each Obligor Borrower, PLC and Subsidiary (each of PLC's other than an Excluded Subsidiary) Subsidiaries has good title to and valid and subsisting leasehold interests in, all of its real Property, and good title to all of its personal Property, including all Property reflected in any the financial statements referred to in Section 8.1.9 or delivered pursuant to Agent or Lenders, in each case free of Liens except Permitted LiensSection 9.1.3, except (a) those which have been disposed where the absence of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business good title or as otherwise permitted hereunder and (b) for such defects of title that a valid interest could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, and each Borrower has good title to all of its Collateral (except, in the case of DOIC, with respect to the Purchased Receivables that are sold by it in accordance with the terms of this Agreement), in each case free and clear of all Liens except Permitted Liens. Each Obligor Except to the extent the same is being Properly Contested or is otherwise permitted under this Agreement, each Borrower and Subsidiary (other than an Excluded Subsidiary) PLC has paid or discharged, and discharged has caused each of PLC's other Subsidiaries to pay and discharge, all lawful claims (other than any claims being Properly Contested) thatwhich, if unpaid, could might become a Lien on its Properties, other than against any Properties of such Borrower or any such Subsidiary that is not a Permitted LiensLien. This Agreement creates in favor of Agent, for Upon the benefit filing of the Secured Parties, a valid and enforceable security interest in financing statements delivered on the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally Closing Date and the availability execution of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than control agreements with respect to Permitted Lienseach Deposit Account and Securities Account by the relevant bank or securities intermediary, and (b) when financing statements in appropriate form are filed in as the appropriate officescase may be, the Liens created under granted to Agent pursuant to this Agreement and the other Security Documents will constitute fully perfected be duly perfected, first priority Liens, subject only to those Permitted Liens on, and security interests in, all right, title and interest that are expressly permitted by the terms of the Borrowers in such Collateral as this Agreement to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, have priority over the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted LiensAgent.

Title to Properties; Priority of Liens. Each Obligor (a) This Section 9.1.5 (a) pertains to all Property of Borrower and Subsidiary its Restricted Subsidiaries, other than Real Property (which is specifically addressed below in Section 9.1.5(b)). (i) Borrower and the Restricted Subsidiaries have good and valid title to all Property (other than an Excluded Subsidiary) has good title to all of its personal Real Property), including all Property (other than Real Property) reflected in any financial statements delivered to Agent or Lenders, in each case free of subject solely to Permitted Liens and except Permitted Liens, except (a) those which where the failure to have been disposed of by the Obligors and their Subsidiaries subsequent such title could not reasonably be expected to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could nothave, individually or in the aggregate, a Material Adverse Effect. Borrower and the Restricted 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 or any Restricted Subsidiary that is necessary to conduct their business as it is now conducted. (ii) Borrower and the Restricted Subsidiaries have complied with all obligations under all leases to which it is a party, except where the failure to comply could not 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 could not reasonably be expected to have a Material Adverse Effect. Each Obligor Borrower and each Restricted Subsidiary (other than an Excluded Subsidiary) has paid enjoy peaceful and discharged undisturbed possession under all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Propertiessuch 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. (b) This Section 9.1.5 (b) pertains to the Real Property of Borrower and its Restricted Subsidiaries. (i) Schedule 9.1.5(b) lists completely and correctly as of the Closing Date the Real Property that was subject to a Mortgage (as defined in the Prior Credit Agreement) immediately prior to the Closing Date to secure the Obligations under and as defined in the Prior Credit Agreement on which Gathering Stations are located as of the Closing Date. (ii) Except as set forth on Schedule 9.1.5(d), all Gathering Systems (including all Gathering System Real Property constituting Mortgaged Property) owned, held or leased by any of Borrower or any Subsidiary Guarantor are free and clear of all Liens other than Permitted Real Property Liens. This Agreement creates . (iii) The Pipeline Systems are covered by fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Rights of Way”) in favor of AgentBorrower, the applicable Subsidiary Guarantors or applicable Restricted Subsidiaries, recorded or filed, as applicable and if and to the extent required in accordance with Applicable Law to be so recorded or filed, in the official real property records of the county where the Real Property covered thereby is located or with the office of the applicable Railroad Commission or the applicable Department of Transportation or other Governmental Authority, except where the failure of the Pipeline Systems to be so covered, or any such documentation to be so recorded or filed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Subject to Permitted Real Property Liens and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the Rights of Way granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that cover any Pipeline Systems establish a continuous right of way for such Pipeline Systems such that Borrower, the applicable Subsidiary Guarantors or applicable Restricted Subsidiaries are able to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets. (iv) Subject to Permitted Real Property Liens and except as set forth in Schedule 9.1.5(d), the Gathering Stations are covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of Borrower and the Subsidiary Guarantors, except to the extent of Gathering Stations on Gathering Station Real Property that is not Material Gathering Station Real Property. Subject to Permitted Real Property Liens and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the Deeds do not contain any restrictions that would prevent Borrower and the Subsidiary Guarantors from constructing, operating and maintaining the Gathering Stations in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets. (v) There is no (A) breach or event of default on the part of Borrower, any Subsidiary Guarantor or any Restricted Subsidiary with respect to any Right of Way or Deed granted to Borrower, any other Obligor or any Restricted Subsidiary that covers any portion of the Gathering System, (B) to the knowledge of Borrower or any of the Subsidiary Guarantors, breach or event of default on the part of any other party to any Right of Way or Deed granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that covers any portion of the Gathering System, and (C) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of Borrower, any Subsidiary Guarantor or any Restricted Subsidiary with respect to any Right of Way or Deed granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that covers any portion of the Gathering System or, to the (vi) The Pipeline Systems are located within the confines of the Rights of Way granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The Gathering Stations are located within the boundaries of the property affected by the Deeds, leases or other instruments to Borrower, the Subsidiary Guarantors or any Restricted Subsidiaries and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The buildings and improvements owned or leased by Borrower, the Subsidiary Guarantors or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Applicable Law, except to the extent the contravention or violation of which would not reasonably be expected to have a Material Adverse Effect. (vii) The Properties used or to be used in Borrower’s and its Restricted Subsidiaries’ Midstream Activities are in good repair, working order, and condition, normal wear and tear excepted, except to the extent the failure would not reasonably be expected to have a Material Adverse Effect. Neither the Properties of Borrower nor any Restricted Subsidiary has been affected, since December 31, 2020, in any adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Real Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy that would reasonably be expected to have a Material Adverse Effect. (viii) No eminent domain proceeding or taking has been commenced or, to the knowledge of Borrower or its Restricted Subsidiaries, is contemplated with respect to all or any portion of the Mortgaged Property or portion of the Gathering System, except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (ix) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building or Manufactured (Mobile) Home owned by Borrower or any Subsidiary Guarantor included in the Collateral and no Building or Manufactured (Mobile) Home shall be encumbered by any Mortgage or other Security Document; provided, that Borrower and Subsidiary Guarantors shall not, and shall not permit any of their respective Restricted Subsidiaries (x) Neither Borrower nor any Restricted Subsidiary 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 set forth on Schedule 9.1.5(d) or permitted under Section 10.2.2 or Section 10.2.6. (xi) The Mortgages executed and delivered on or after the Closing Date pursuant to Section 10.1.9, Section 10.1.13 or otherwise shall be effective to create in favor of Agent (for the benefit of the Secured Parties) a legal, a valid and enforceable security interest on all of Borrower’s and the Subsidiary Guarantors’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the Collateral described hereinproper Real Property filing or recording offices, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting Agent (for the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As benefit of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of Borrower and the Borrowers Subsidiary Guarantors in such certificated Equity Interests and InstrumentsMortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Real Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. (a) Each Obligor and Subsidiary has good and marketable title to (other than an Excluded Subsidiaryor valid leasehold interests in) has all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates All Liens of Agent in favor the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. The Obligors have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of Agentsale and other documents in respect of, for and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the benefit Obligors’ right, title and interest in and to all such property that is included in the Borrowing Base. (b) Set forth on Schedule 9.1.5 of the Secured PartiesDisclosure Certificate is a complete and accurate list of all real or immovable property owned, a leased, licensed or otherwise used in the operations of the business of each Obligor and showing the current street address (including, where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable security interest in the Collateral described herein, accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally laws) and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests is in full force and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien oneffect, and security interest into each Obligor's knowledge, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right no default by any party to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liensmaterial lease or material sublease exists.

Title to Properties; Priority of Liens. Each Obligor (a) This Section 9.1.5(a) pertains to all Property of Borrower and Subsidiary its Restricted Subsidiaries, other than Real Property (which is specifically addressed below in Section 9.1.5(b)). (i) Borrower and the Restricted Subsidiaries have good and valid title to all Property (other than an Excluded Subsidiary) has good title to all of its personal Real Property), including all Property (other than Real Property) reflected in any financial statements delivered to Agent or Lenders, in each case free of subject solely to Permitted Liens and except Permitted Liens, except (a) those which where the failure to have been disposed of by the Obligors and their Subsidiaries subsequent such title could not reasonably be expected to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could nothave, individually or in the aggregate, a Material Adverse Effect. Borrower and the Restricted 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 or any Restricted Subsidiary that is necessary to conduct their business as it is now conducted. (ii) Borrower and the Restricted Subsidiaries have complied with all obligations under all leases to which it is a party, except where the failure to comply could not 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 could not reasonably be expected to have a Material Adverse Effect. Each Borrower and each Restricted Subsidiary 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. (b) This Section 9.1.5(b) pertains to the Real Property of Borrower and its Restricted Subsidiaries. (i) Schedule 9.1.5(b) lists completely and correctly as of the Closing Date the Real Property that was subject to a Mortgage (as defined in the Prior Credit Agreement) immediately prior to the Closing Date to secure the Obligations under and as defined in the Prior Credit Agreement on which Gathering Stations are located as of the Closing Date. (ii) Except as set forth on Schedule 9.1.5(d), all Gathering Systems (including all Gathering System Real Property constituting Mortgaged Property) owned, held or leased by any of Borrower or any Subsidiary Guarantor are free and clear of all Liens other than Permitted Real Property Liens. (iii) The Pipeline Systems are covered by fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Rights of Way”) in favor of Borrower, the applicable Subsidiary Guarantors or applicable Restricted Subsidiaries, recorded or filed, as applicable and if and to the extent required in accordance with Applicable Law to be so recorded or filed, in the official real property records of the county where the Real Property covered thereby is located or with the office of the applicable Railroad Commission or the applicable Department of Transportation or other Governmental Authority, except where the failure of the Pipeline Systems to be so covered, or any such documentation to be so recorded or filed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Subject to Permitted Real Property Liens and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the Rights of Way granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that cover any Pipeline Systems establish a continuous right of way for such Pipeline Systems such that Borrower, the applicable Subsidiary Guarantors or applicable Restricted Subsidiaries are able to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets. (iv) Subject to Permitted Real Property Liens and except as set forth in Schedule 9.1.5(d), the Gathering Stations are covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of Borrower and the Subsidiary Guarantors, except to the extent of Gathering Stations on Gathering Station Real Property that is not Material Gathering Station Real Property. Subject to Permitted Real Property Liens and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the Deeds do not contain any restrictions that would prevent Borrower and the Subsidiary Guarantors from constructing, operating and maintaining the Gathering Stations in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets. (v) There is no (A) breach or event of default on the part of Borrower, any Subsidiary Guarantor or any Restricted Subsidiary with respect to any Right of Way or Deed granted to Borrower, any other Obligor or any Restricted Subsidiary that covers any portion of the Gathering System, (B) to the knowledge of Borrower or any of the Subsidiary Guarantors, breach or event of default on the part of any other party to any Right of Way or Deed granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that covers any portion of the Gathering System, and (C) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of Borrower, any Subsidiary Guarantor or any Restricted Subsidiary with respect to any Right of Way or Deed granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that covers any portion of the Gathering System or, to the knowledge of the Borrower or any of the Subsidiary Guarantors, on the part of any other party thereto, in the case of clauses (A), (B) and (C) above, to the extent any such breach, default or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Rights of Way and Deeds granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary that cover any portion of the Gathering System (to the extent applicable) are in full force and effect in all respects and are valid and enforceable against Borrower, the applicable Subsidiary Guarantor or the applicable Restricted Subsidiary party thereto in accordance with the terms of such Right of Way and Deeds (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by Borrower or the other Obligors, as applicable, have been duly paid in accordance with the terms of the Deeds and Rights of Way except, in each case, to the extent that a failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (vi) The Pipeline Systems are located within the confines of the Rights of Way granted to Borrower, any Subsidiary Guarantor or any Restricted Subsidiary and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The Gathering Stations are located within the boundaries of the property affected by the Deeds, leases or other instruments to Borrower, the Subsidiary Guarantors or any Restricted Subsidiaries and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The buildings and improvements owned or leased by Borrower, the Subsidiary Guarantors or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Applicable Law, except to the extent the contravention or violation of which would not reasonably be expected to have a Material Adverse Effect. (vii) The Properties used or to be used in Borrower’s and its Restricted Subsidiaries’ Midstream Activities are in good repair, working order, and condition, normal wear and tear excepted, except to the extent the failure would not reasonably be expected to have a Material Adverse Effect. Neither the Properties of Borrower nor any Restricted Subsidiary has been affected, since December 31, 2020, in any adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Real Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy that would reasonably be expected to have a Material Adverse Effect. (viii) No eminent domain proceeding or taking has been commenced or, to the knowledge of Borrower or its Restricted Subsidiaries, is contemplated with respect to all or any portion of the Mortgaged Property or portion of the Gathering System, except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (ix) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building or Manufactured (Mobile) Home owned by Borrower or any Subsidiary Guarantor included in the Collateral and no Building or Manufactured (Mobile) Home shall be encumbered by any Mortgage or other Security Document; provided, that Borrower and Subsidiary Guarantors shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates ) on any Building or Manufactured (Mobile) Home. (x) Neither Borrower nor any Restricted Subsidiary 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 set forth on Schedule 9.1.5(d) or permitted under Section 10.2.2 or Section 10.2.6. (xi) The Mortgages executed and delivered on or after the Closing Date pursuant to Section 10.1.9, Section 10.1.13 or otherwise shall be effective to create in favor of Agent, Agent (for the benefit of the Secured Parties) a legal, a valid and enforceable security interest on all of Borrower’s and the Subsidiary Guarantors’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the Collateral described hereinproper Real Property filing or recording offices, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting Agent (for the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As benefit of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of Borrower and the Borrowers Subsidiary Guarantors in such certificated Equity Interests and InstrumentsMortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Real Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

Title to Properties; Priority of Liens. (a) Schedule 9.1.5 sets forth all of the Real Estate owned by Obligors other than Real Estate owned by Obligors that constitutes an Excluded Asset. As of the Closing Date, except as set forth on Schedule 9.1.5, no Real Estate owned or leased by an Obligor has improvements located in an area identified as having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968. Each Obligor maintains flood insurance for each of the properties (or the portion of such properties that contains improvements located in an area identified as having special flood hazards) set forth on Schedule 9.1.5, (a) in an amount equal to the lesser of (i) the fair market value of each such property or (ii) the maximum available insurance amount under the National Flood Insurance Act of 1968 and Subsidiary (other than an Excluded Subsidiaryb) with a deductible not exceeding the greater of (i) the insurable value of the property or (ii) the maximum amount allowable under the National Flood Insurance Act of 1968. (b) Each Obligor has valid title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal PropertyProperty necessary to the conduct of its business, including all such Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except for Permitted Liens, except . (ac) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (ad) As of To the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created extent required under this Agreement shall constitute a fully perfected first priority Lien on, and security interest inAgreement, all rightLiens of Agent in the Collateral, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than or with respect to Permitted the Real Estate subject to a Mortgage, upon proper recordation of the Mortgages in the applicable land records will, constitute duly perfected, first priority Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory Liens that are expressly allowed to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Obligor has good and Subsidiary marketable title to (other than an Excluded Subsidiaryor valid leasehold interests in) has the Real Estate listed on Schedule 9.1.6, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent, Security Trustee or Lenders (other than (a) any such personal Property disposed of in the Ordinary Course of Business prior to the date hereof which, if material, has been disclosed to Agent and (b) Real Estate or Lenderspersonal Property subject to a Permitted Asset Disposition or otherwise permitted to be disposed of after the Closing Date, so long as Agent has received prompt notice thereof), in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by Liens and deficiencies and defects in title that do not and could not reasonably be expected to interfere with the Obligors and their Subsidiaries subsequent ability to such date which dispositions have been in sustain the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect“Minor Defects”). Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted LiensLiens and Minor Defects. This Agreement creates All Liens of Agent or Security Trustee in favor the Collateral (other than Liens in Commercial Tort Claims, vehicles and other goods subject to a certificate of Agenttitle (other than Vessels), cash that is not Proceeds of Collateral and is not held in a Deposit Account or securities account subject to a control agreement for the benefit of Agent) are duly perfected, first priority Liens, subject only to Permitted Liens and Minor Defects that are expressly allowed to have priority over Agent’s and Security Trustee’s Liens. Without limiting the Secured Partiesgenerality of the foregoing, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As each of the date hereof, when Eligible Vessels has been duly documented under the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, laws of the Lien created under this Agreement shall constitute a fully perfected first priority Lien onUnited States in the name of such Obligor as the owner thereof, and security interest in, all right, such Obligor is not aware of any claim which might impair the validity of such Obligor’s title to and interest of the Borrowers in such certificated Equity Interests and InstrumentsVessel, in each case prior and superior in right to and, without limiting the foregoing, no Obligor has granted a preferred ship mortgage against any other PersonVessel since December 4, 2007, other than with respect to Permitted Liensin favor of (i) the Security Trustee, and (ii) Jefferies Finance LLC, as mortgage trustee, which preferred ship mortgage will be released and satisfied on or about the Closing Date, (b) when financing statements each Obligor is in appropriate form material compliance with all obligations under all material leases to which it is a party and all such leases are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens onfull force and effect, and security interests ineach Obligor enjoys peaceful and undisturbed possession under all such material leases, all right(c) no Obligor has received any notice of, title nor has any knowledge of, any pending or contemplated condemnation proceeding materially and interest adversely affecting the Real Estate or Vessels or any sale or disposition thereof in lieu of condemnation which is material to the business of the Borrowers in such Collateral as to which a Lien may be perfected in such filing officesObligors, in each case prior and superior in (d) none of the Obligors is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and Real Estate or Vessels or any interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Lienstherein not otherwise permitted hereunder.

Title to Properties; Priority of Liens. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to, or rights in, all of its personal tangible Property, in each case with respect to such Real Estate and personal Property which is material to its business, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on a material portion of its Properties, other than Permitted Liens. This Agreement creates in favor of AgentEach Loan Party has paid and discharged all lawful claims that, for the benefit of the Secured Partiesif unpaid, could reasonably be expected to become a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Personon its ABL Priority Collateral, other than (x) Permitted Collateral Liens and (y) Liens permitted by Section 10.2.2(y) securing Debt in an aggregate amount not in excess of $6,000,000 so long as the applicable ABL Priority Collateral is not included in the Borrowing Base. Upon the filing of financing statements against the Loan Parties (other than the European Borrower) in the form approved by Loan Party Agent, and, with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting ABL Priority Collateral in which a security interest may only be perfected by filing possession or control, the taking and retention of possession or control of such ABL Priority Collateral by Agent, duly endorsed (including executed powers of transfer) where applicable, all Liens of Agent in the United StatesABL Priority Collateral will be duly perfected, in each case prior and superior in right to any other Personfirst priority Lien upon all the ABL Priority Collateral, other than with respect subject only to Permitted Collateral Liens.

Title to Properties; Priority of Liens. (a) Each Obligor and Subsidiary has good and marketable title to (other than an Excluded Subsidiaryor valid leasehold interests in) has all of its real estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates All Liens of Agent in favor the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens. The Obligors have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of Agentsale and other documents in respect of, for and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect, the benefit Obligors’ right, title and interest in and to all such property that is included in the Borrowing Base. (b) Set forth on Schedule 9.1.5 is a complete and accurate list of all real or immovable property owned, leased, licensed or otherwise used in the operations of the Secured Partiesbusiness of each Obligor and showing the current street address (including, a where applicable, county, state and other relevant jurisdictions), record owner (if owned) or leasehold interest holder and, (if leased) lessee or other user thereof. Each of such leases and subleases is valid and enforceable security interest in the Collateral described herein, accordance with its terms (except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally laws) and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests is in full force and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien oneffect, and security interest into each Obligor's knowledge, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right no default by any party to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liensmaterial lease or material sublease exists.

Title to Properties; Priority of Liens. Each Obligor Borrower and Restricted Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Property necessary for the conduct of its business as conducted, and good title to, or rights in, all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lendersnecessary for the conduct of its business as conducted, in each case (i) free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder Liens and (bii) for such defects of except where failure to have good title that or a valid leasehold interest could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Each Obligor Borrower and Restricted Subsidiary (other than an Excluded Subsidiary) has paid and discharged all material lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its PropertiesProperty, other than Permitted Liens. This Agreement creates The security interests in favor the Collateral created under the Security Documents and subject to the UCC (the “UCC Collateral”) constitute, subject only to the filing of Agentappropriate financing statements pursuant to the UCC, for the benefit recordation of the Secured PartiesIntellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office and the execution of appropriate control agreements, perfected security interests in the UCC Collateral granted by the applicable Obligor to the extent that a valid and enforceable security interest in the such UCC Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in by the filing of a financing statement, the recordation of a security agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office (except to the extent that the recordation of any such filing officessecurity agreement is not required pursuant to the terms of the Loan Documents) or by the execution of a control agreement (except to the extent that the execution of any such control agreement is not required pursuant to the terms of the Loan Documents), in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens. As Upon delivery of the date hereof, upon Mortgages and the recordation recording of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed same in the appropriate officesapplicable land records in accordance with Section 10.1.9, the Mortgages will constitute constructive notice to third parties of Agent’s junior Liens created under this Agreement shall constitute fully perfected Liens onon the Mortgaged Property, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens.

Title to Properties; Priority of Liens. (a) Schedule 9.1.5 sets forth all of the Real Estate owned by Obligors other than Real Estate owned by Obligors that constitutes an Excluded Asset. As of the A&R Closing Date, except as set forth on Schedule 9.1.5, no Real Estate owned or leased by an Obligor has improvements located in an area identified as having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968. Each Obligor maintains flood insurance for each of the properties (or the portion of such properties that contains improvements located in an area identified as having special flood hazards) set forth on Schedule 9.1.5, (a) in an amount equal to the lesser of (i) the fair market value of each such property or (ii) the maximum available insurance amount under the National Flood Insurance Act of 1968 and Subsidiary (other than an Excluded Subsidiaryb) with a deductible not exceeding the greater of (i) the insurable value of the property or (ii) the maximum amount allowable under the National Flood Insurance Act of 1968. (b) Each Obligor has valid title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal PropertyProperty necessary to the conduct of its business, including all such Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except for Permitted Liens, except . (ac) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (ad) As of To the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created extent required under this Agreement shall constitute a fully perfected first priority Lien on, and security interest inAgreement, all rightLiens of Agent in the Collateral, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than or with respect to Permitted the Real Estate subject to a Mortgage, upon proper recordation of the Mortgages in the applicable land records will, constitute duly perfected, first priority Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory Liens that are expressly allowed to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted have priority over Agent’s Liens.

Title to Properties; Priority of Liens. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to, or rights in, all of its personal tangible Property, in each case with respect to such Real Estate and personal Property which is material to its business, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor Loan Party and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on a material portion of its Properties, other than Permitted Liens. This Agreement creates in favor of AgentEach Loan Party has paid and discharged all lawful claims that, for the benefit of the Secured Partiesif unpaid, could reasonably be expected to become a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Personon its ABL Priority Collateral, other than (x) Permitted Collateral Liens and (y) Liens permitted by Section 10.2.2(y) securing Debt in an aggregate amount not in excess of $5,000,000 so long as the applicable ABL Priority Collateral is not included in the Borrowing Base. Upon the filing of financing statements against the Loan Parties in the form approved by Loan Party Agent, and, with respect to Permitted Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting ABL Priority Collateral in which a security interest may only be perfected by filing possession or control, the taking and retention of possession or control of such ABL Priority Collateral by Agent, duly endorsed (including executed powers of transfer) where applicable, all Liens of Agent in the United StatesABL Priority Collateral will be duly perfected, in each case prior and superior in right to any other Personfirst priority Lien upon all the ABL Priority Collateral, other than with respect subject only to Permitted Collateral Liens.

Title to Properties; Priority of Liens. (a) Schedule 9.1.5 sets forth all of the Real Estate owned by Obligors other than Real Estate owned by Obligors that constitutes an Excluded Asset. As of the Second A&R Closing Date, except as set forth on Schedule 9.1.5, no Real Estate owned or leased by an Obligor has improvements located in an area identified as having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968. Each Obligor maintains flood insurance for each of the properties (or the portion of such properties that contains improvements located in an area identified as having special flood hazards) set forth on Schedule 9.1.5, (a) in an amount equal to the lesser of (i) the fair market value of each such property or (ii) the maximum available insurance amount under the National Flood Insurance Act of 1968 and Subsidiary (other than an Excluded Subsidiaryb) with a deductible not exceeding the greater of (i) the insurable value of the property or (ii) the maximum amount allowable under the National Flood Insurance Act of 1968. (b) Each Obligor has valid title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal PropertyProperty necessary to the conduct of its business, including all such Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except for Permitted Liens, except . (ac) those which have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor of Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. (ad) As of To the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created extent required under this Agreement shall constitute a fully perfected first priority Lien on, and security interest inAgreement, all rightLiens of Agent in the Collateral, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than or with respect to Permitted the Real Estate subject to a Mortgage, upon proper recordation of the Mortgages in the applicable land records will, constitute duly perfected, first priority Liens, and (b) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect subject only to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory Liens that are expressly allowed to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted have priority over Agent's Liens.

Title to Properties; Priority of Liens. Each The Borrowers and each other Obligor have good and Subsidiary (other than an Excluded Subsidiary) has marketable title to, or valid leasehold interests in, all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens, except (a) those which . The Borrowers and each other Obligor have been disposed of by the Obligors and their Subsidiaries subsequent to such date which dispositions have been in the Ordinary Course of Business or as otherwise permitted hereunder and (b) for such defects of title that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor and Subsidiary (other than an Excluded Subsidiary) has paid and discharged all lawful claims (other than any claims being Properly Contested) that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. This Agreement creates in favor To the extent that perfection of Agent, for security interests is governed by the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral described herein, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies. UCC (a) As of the date hereof, when the certificated Equity Interests and Instruments that constitute Collateral are delivered to Agent, the Lien created under this Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers in such certificated Equity Interests and Instruments, in each case prior and superior in right to any other Person, other than with respect to Permitted Liensproperty subject to certificate of title statutes) or filing with the United States Copyright Office or the United States Patent and Trademark Office, and upon (bi) when financing statements in appropriate form are filed in the appropriate offices, the Liens created under this Agreement will constitute fully perfected Liens on, and security interests in, case of all right, title and interest of the Borrowers in such Collateral as to which a Lien may be perfected in such filing offices, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens. As of the date hereof, upon the recordation of a short-form security agreement in form and substance satisfactory to Borrower Agent and Agent with the U.S. Copyright Office, together with the financing statements in appropriate form filed in the appropriate offices, the Liens created under this Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Borrowers in the Intellectual Property constituting Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of filing of the financing statements set forth on Schedule 9.1.6 with respect to each Obligor in the United Statesjurisdictions set forth on Schedule 9.1.6, (ii)the delivery to the Agent of all Collateral consisting of Instruments and Certificated Securities, in each case prior case, properly endorsed for transfer to the Agent or in blank, and superior in right to any all other PersonCollateral which may be perfected under the UCC only by possession, other than (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of the Borrowers other than the Excluded Accounts, (v) all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, and (vi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the UCC) for any Collateral, all Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted LiensLiens that are expressly allowed under the terms of this Agreement to have priority over the Agent’s Lien.