Common use of Use of Real Property Clause in Contracts

Use of Real Property. Except as set forth on Schedule 5.09, (x) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (y) neither any Credit Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any of its Subsidiaries and there is no such violation. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit Party, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

Use of Real Property. Except as set forth on Schedule 5.09SCHEDULE 5.9, (x) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not have a Material Adverse Effectnot, and (y) in the aggregate, materially adversely affect the Condition of the Company; neither any Credit Party the Company nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party either the Company or any of its Subsidiaries Subsidiaries; and there is no such violationviolation which, individually or in the aggregate, will have a material adverse effect on the Condition of the Company. Except as set forth on Schedule 5.09SCHEDULE 5.9, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries comply its Subsidiaries, are in material compliance with all applicable ordinances, codes, regulations and other Requirements of Law, have have, where required a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party the Company nor any of its Subsidiaries Subsidiary thereof has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization license or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law law or regulation presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company or any of their respective Subsidiaries, its Subsidiaries is in full force and effect, effect and the applicable Credit Party and/or Subsidiary Company enjoys peaceful and undisturbed possession thereunder. There The Company has not received a notice of default and, to the knowledge of the Company, there is no default on the part of any Credit Party the Company or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the 21 25 part of any Credit Party the Company or any of its Subsidiaries, Subsidiaries under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, or the operation thereof, other than those listed on Schedule 5.09SCHEDULE 5.9, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ ' notice. There are no pending or, to the knowledge of any Credit Partythe Company, threatened condemnation or eminent domain proceedings that would affect any part of the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective its Subsidiaries. There is are no Litigation actions, suits or proceedings pending or, to the knowledge of any Credit Partythe Company, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, at law or in equity, before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which would in any way affect title to such real property or the leased property.

Use of Real Property. Except as set forth on Schedule 5.09, (x) the The owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Parties and their respective Subsidiaries Disclosure Schedule, are used and operated in compliance and conformity with all Contractual Obligations and Requirements of LawLaws, except to the extent that the failure so to comply would not, individually or in the aggregate, materially adversely affect the condition of the Company and its subsidiaries (if any), taken as a whole; the Company has not have a Material Adverse Effect, and (y) neither any Credit Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any the Company; and, to the knowledge of its Subsidiaries and the Company, there is no such violation. Except as set forth on Schedule 5.09, all All structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used Disclosure Schedule, comply in connection with the business of the Credit Parties and their respective Subsidiaries comply all material respects with all applicable ordinances, codes, regulations and other Requirements of LawLaws, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party nor any of its Subsidiaries the Company has not received any written notice from any Governmental Authority governmental entity or authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization license or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any of their respective SubsidiariesDisclosure Schedule, is in full force and effect, effect and the applicable Credit Party and/or Subsidiary enjoys Company and its subsidiaries (if any) enjoy peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party the Company or any of its Subsidiaries subsidiaries (if any) or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, the Company under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Partythe Company, threatened condemnation or eminent domain proceedings that would affect any part of the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective SubsidiariesDisclosure Schedule. There is are no Litigation actions, suits or proceedings pending or, to the knowledge of any Credit Partythe Company, threatened against the real property or the leased property on the Pro Forma Balance Sheet Disclosure Schedule or used in connection with the business businesses of the Credit Parties Company and their respective Subsidiaries its subsidiaries (if any), at law or in equity, before any Federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which would in any way affect title to such real property or the leased property.

Use of Real Property. Except as set forth on Schedule 5.09, (xa) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Loan Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Lawall applicable Law and Consent, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (yb) neither any Credit Loan Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation Law or other Requirements of Law Consent relating to the operations of any Credit Loan Party or any of its Subsidiaries at any such location and there is no such violationviolation which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned by the Loan Parties and their respective Subsidiaries or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries Business comply in all material respects with all applicable ordinances, codes, regulations Law and other Requirements of LawConsents, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Loan Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of applicable Law or Consent presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Loan Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Loan Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Loan Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Loan Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties and their respective Subsidiaries. There is no Litigation Adverse Proceeding pending or, to the knowledge of any Credit Loan Party, threatened against the owned or leased real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

Use of Real Property. None of the Credit Parties nor any of their Subsidiaries owns any Real Property. Except as set forth on Schedule 5.09in the SEC Reports, (x) the owned and leased real properties reflected on the Pro Forma Most Recent Balance Sheet or used in connection with the respective businesses of the Credit Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (y) neither any Credit Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any of its Subsidiaries and there is no such violation. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Most Recent Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Most Recent Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit Party, threatened against the real property or the leased property on the Pro Forma Most Recent Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

Use of Real Property. None of the Credit Parties nor any of their Subsidiaries owns any Real Property. Except as set forth on Schedule 5.09, (x) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (y) neither any Credit Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any of its Subsidiaries and there is no such violation. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit Party, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

Use of Real Property. Except as set forth on Schedule 5.095.10, (x) the -------------------- ------------- owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, are used and operated in compliance and conformity with all Contractual Obligations applicable leases, contracts, commitments, licenses and Requirements of Lawpermits, except to the extent that the failure so to comply would not have a Material Adverse Effectnot, and (y) in the aggregate, materially adversely affect the Condition of the Company; neither any Credit Party the Company nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law requirement relating to the operations of any Credit Party either the Company or any of its Subsidiaries Subsidiaries; and there is no such violation. Except as set forth on Schedule 5.095.10, all structures, ------------- improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, comply with all applicable ordinances, codes, regulations and other Requirements of Lawrequirements, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party the Company nor any of its Subsidiaries Subsidiary thereof has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization license or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law law or regulation presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, Company and its Subsidiaries is in full force and effect, effect and the applicable Credit Party and/or Subsidiary Company enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party the Company or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) , would constitute a default on the part of any Credit Party the Company or any of its Subsidiaries, Subsidiaries under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations written contracts or agreements affecting the real property or the leased property, reflected on the Pro Forma Balance Sheet or used in connection with the business of the Company and its Subsidiaries, or the operation thereof, other than those listed on Schedule 5.10, except for contracts or agreements (oral or written) which are ------------- cancelable on no more than thirty (30) days' notice. There are no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that would affect any part of the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ noticeits Subsidiaries. There are no actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit PartyCompany, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, at law or in equity, before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which would in any way affect title to such real property or the leased property.

Use of Real Property. Except as set forth on Schedule 5.09, (xa) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Loan Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Lawall applicable Law and Consent, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (yb) neither any Credit Loan Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation Law or other Requirements of Law Consent relating to the operations of any Credit Loan Party or any of its Subsidiaries at any such location and there is no such violationviolation that could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned by the Loan Parties or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries Business comply in all material respects with all applicable ordinances, codes, regulations Laws and other Requirements of LawConsents, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Loan Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of applicable Law or Consent presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Loan Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Loan Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Loan Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Loan Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties and their respective Subsidiaries. There is no Litigation Adverse Proceeding pending or, to the knowledge of any Credit Loan Party, threatened against the owned or leased real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Loan Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

Use of Real Property. Except as set forth on Schedule 5.095.10, (x) the owned and leased real properties reflected on the Pro Forma As Adjusted Balance Sheet or used in connection with the respective businesses of the Credit Parties Holdings and their respective Subsidiaries its Subsidiaries, are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not not, individually or in the aggregate, have a Material Adverse Effect, and (y) ; neither any Credit Party Holdings nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party either Holdings or any of its Subsidiaries which would have, individually or in the aggregate, a Material Adverse Effect; and there is no such violationviolation that would have a Material Adverse Effect. Except as set forth on Schedule 5.095.10, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma As Adjusted Balance Sheet or used in connection with the business of the Credit Parties Holdings and their respective Subsidiaries its Subsidiaries, comply in all respects with all applicable ordinances, codes, regulations and other Requirements of Law, Law or Permits and have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party except to the extent the failure to so comply or have such certificate of occupancy would not have, individually or in the aggregate, a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries Subsidiary thereof has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificatematerial Permit, permit, license, authorization or approval with respect to the such real property, or any intended revocation, modification or cancellation of same, and no Requirement Requirements of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties, except as would not have, individually or in the aggregate, a Material Adverse Effect. Each lease relating to leased real property reflected on the Pro Forma As Adjusted Balance Sheet or used in connection with the business of the Credit Parties Holdings or any of their respective Subsidiaries, its Subsidiaries is in full force and effect, effect and the applicable Credit Party and/or Subsidiary each such Person enjoys peaceful and undisturbed possession thereunder, except as would not have, individually or in the aggregate, a Material Adverse Effect. There is no material default on the part of any Credit Party Holdings or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a material default on the part of any Credit Party Holdings or any of its Subsidiaries, Subsidiaries under any such lease. There are no material service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other material Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma As Adjusted Balance Sheet or used in connection with the business of the Credit Parties Holdings and their respective Subsidiaries its Subsidiaries, or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice5.10. There are no pending or, to the knowledge of any Credit PartyHoldings or Borrower, threatened condemnation or eminent domain proceedings that would affect any part of the real property or the leased property reflected on the Pro Forma As Adjusted Balance Sheet or used in connection with the business of Holdings and its Subsidiaries, except as would not have, individually or in the Credit Parties and their respective Subsidiariesaggregate, a Material Adverse Effect. There is are no Litigation actions, suits or proceedings pending or, to the knowledge of any Credit PartyHoldings or Borrowers, threatened against the real property or the leased property on the Pro Forma As Adjusted Balance Sheet or used in connection with the business of the Credit Parties Holdings and their respective Subsidiaries its Subsidiaries, at law or in equity, before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which would in any way affect title to such real property or the leased property, except as would not have, individually or in the aggregate, a Material Adverse Effect.

Use of Real Property. Except as set forth on Schedule 5.095.10, (x) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, are used and operated in compliance and conformity with all Contractual Obligations applicable leases, contracts, commitments, licenses and Requirements of Lawpermits, except to the extent that the failure so to comply conform would not have a Material Adverse Effect, and (y) materially adversely affect the Condition of the Company; neither any Credit Party the Company nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law requirement relating to the operations of any Credit Party either the Company or any of its Subsidiaries Subsidiaries; and there is no such violationviolation except to the extent that such violation would not have a material adverse effect on the Condition of the Company. Except as set forth on Schedule 5.095.10, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, comply with all applicable ordinances, codes, regulations and other Requirements requirements (except where non compliance would not have a material adverse effect on the Condition of Lawthe Company), have a valid and subsisting certificate of occupancy for their present useuse (except where the failure to obtain such a certificate of occupancy would not have a material adverse effect on the Condition of the Company), and neither any Credit Party the Company nor any of its Subsidiaries Subsidiary thereof has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization license or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law law or regulation presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to The Company enjoys peaceful and undisturbed possession under each of the leased real property properties reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any Company and its Subsidiaries except where the failure to enjoy such possession would not have a material adverse effect on the Condition of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunderCompany. There is no default on the part of any Credit Party the Company or any of its Subsidiaries or event or condition which (with notice or lapse of timeterms, or both) , would constitute a default on the part of any Credit Party the Company or any of its Subsidiaries, Subsidiaries under any such leaselease except where such default would not have a material adverse effect on the Condition of the Company. There are no material service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations written contracts or agreements affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective Subsidiaries its Subsidiaries, or the operation thereof, other than those listed on Schedule 5.095.10, except for Contractual Obligations contracts or agreements (oral or written) which are cancelable on no more than thirty (30) days’ ' notice. There are no pending or, to the knowledge of any Credit Partythe Company, threatened condemnation or eminent domain proceedings that would affect any part of the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties Company and their respective its Subsidiaries. There is are no Litigation actions, suits or proceedings pending or, to the knowledge of any Credit Partythe Company, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.or

Use of Real Property. Except as set forth on Schedule 5.09, (x) the owned and leased real properties reflected on the Pro Forma Balance Sheet or used in connection with the respective businesses of the Credit Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations and Requirements of Law, except to the extent that the failure so to comply would not have a Material Adverse Effect, and (y) neither any Credit Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any of its Subsidiaries and there is no such violation. Except as set forth on Schedule 5.09, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, have a valid and subsisting certificate of occupancy for their present use, and neither any Credit Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the real property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased real property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the real property or the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09, except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit Party, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.. 41 5.10

Use of Real Property. Each Company Party holds all of the right, title and interest of the tenant under the leases reflected on the Reference Balance Sheet or used in its business free and clear of all Liens, liabilities and rights except as provided on SCHEDULE 5.28. Except as set forth on Schedule 5.09SCHEDULE 5.28, (x) the owned and leased real properties reflected on the Pro Forma Reference Balance Sheet or used in connection with the respective businesses business of any of the Credit Company Parties and their respective Subsidiaries are used and operated in compliance and conformity with all Contractual Obligations applicable leases, contracts, commitments, licenses and Requirements of Lawpermits, except to the extent that the failure so to comply would not have a Material Adverse Effectnot, and (y) neither any Credit Party nor any individually or in the aggregate, materially adversely affect the Condition of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Credit Party or any of its Subsidiaries and there is no such violationCompany. Except as set forth on Schedule 5.09SCHEDULE 5.28, all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Reference Balance Sheet or used in connection with the business of any of the Credit Company Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, requirements (if required) have a valid and subsisting certificate of occupancy for their present useuse (if required), and neither any Credit no Company Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization license or approval with respect to the real property, or of any intended revocation, modification or cancellation of same, and no Requirement of Law law or regulation presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each Company Party enjoys peaceful and undisturbed possession under each lease relating to leased real property reflected on the Pro Forma Reference Balance Sheet or used in connection with the business of the Credit Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Credit Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Credit Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Credit Party or any of its Subsidiaries, under any such leaseCompany Party. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations written contracts or agreements affecting the real property or the leased property reflected on the Pro Forma Reference Balance Sheet or used in connection with the business of any of the Credit Parties and their respective Subsidiaries Company Parties, or the operation thereof, other than those listed on Schedule 5.09SCHEDULE 5.28, except for Contractual Obligations contracts or agreements (oral or written) which are cancelable on no more than thirty (30) days’ ' notice. There are no pending or, to the knowledge of any Credit Party, threatened condemnation or eminent domain proceedings that would affect any part of the leased property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Credit Party, threatened against the real property or the leased property on the Pro Forma Balance Sheet or used in connection with the business of the Credit Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.