Common use of Assets and Properties Clause in Contracts

Assets and Properties. Each Borrower and each Borrower Subsidiary has good and marketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Party, (ii) a true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, and (iii) a true and complete list of all bailees at which there is, or is reasonably expected to be, (A) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 or more or (B) at any time, Inventory with a Fair Market Value of $1,000,000 or more.

Assets and Properties. Each Borrower of Holdings, the Company and each Borrower Subsidiary the Company's Subsidiaries has good and marketable title to all of the Collateral and all other its material assets and Property (tangible and intangible) owned by it or a valid leasehold interest in all of its material leased assets (except for Liens permitted under Section 9.03 and minor defects in title which do not interfere with their ability to conduct their business as presently conducted insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03assets), and all such assets and Property are free and clear of all Liens Liens, except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all As of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Closing Date Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Partyof Holdings, the Company and the Company's Subsidiaries as of the Closing Date, (ii) a true and complete list of all Leases with in effect on the Closing Date the annual rental payments under which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, 250,000 and (iii) a true and complete list of all bailees at warehouses in which there is, or is reasonably expected to be, (Ai) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value fair market value of $250,000 or more or (Bii) at any time, Inventory with a Fair Market Value fair market value of $1,000,000 or more. Substantially all of the assets and Property owned by or leased to Holdings, the Company and/or each such Subsidiary are in adequate operating condition and repair, ordinary wear and tear excepted, and are free and clear of any known defects except such defects that do not substantially interfere in any material respect with the continued use thereof in the conduct of normal operations. Except for Liens granted to Lender, or the Senior Revolving Lenders, neither this Agreement nor any other Transaction Document, nor any transaction contemplated herein or therein, shall affect any right, title or interest of Holdings, the Company or such Subsidiary in and to any of such assets in a manner that shall have or is reasonably likely to have a Material Adverse Effect.

Assets and Properties. Each Borrower and each Borrower Subsidiary Credit Party Entity has good and marketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary any Credit Party Entity is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. To the best Knowledge of Borrower, each Mortgaged Property is free of structural defects and all building systems contained therein are in good working order subject to ordinary wear and tear. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary Credit Party Entity in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Party, showing, as of the Closing Date, the street address, county or other relevant jurisdiction, state, record owner and book and the reasonable good faith estimated fair value thereof, (ii) a true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any time time, showing, as of the date hereof, the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost and approximate rentable square footage thereof, together with identification of which locations have Inventory with a Fair Market Value of $1,000,000 1,100,000 or more, and (iii) a true and complete list of all bailees at which there is, or is reasonably expected to be, (A) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 275,000 or more or (B) at any time, Inventory with a Fair Market Value of $1,000,000 1,100,000 or more.

Assets and Properties. Each Borrower and each Borrower Subsidiary has good and marketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Party, (ii) a true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, and (iii) a true and complete list of all bailees Bailees at which there is, or is reasonably expected to be, (A) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 or more or (B) at any time, Inventory with a Fair Market Value of $1,000,000 or more.

Assets and Properties. Each Borrower and each Borrower Subsidiary Credit Party Entity has good and marketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary any Credit Party Entity is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof Credit Agreement in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. To the best knowledge of Borrower, each Mortgaged Property is free of structural defects and all building systems contained therein are in good working order subject to ordinary wear and tear. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary Credit Party Entity in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Party, showing, as of the Closing Date, the street address, county or other relevant jurisdiction, state, record owner and book and the reasonable good faith estimated fair value thereof, (ii) a true and complete list of all Leases with Leases, showing, as of the date hereof, the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental payments cost and approximate rentable square footage thereof, together with identification of which exceed $100,000 or with locations have Inventory at any time with a Fair Market Value of $1,000,000 1,100,000 or more, and (iii) a true and complete list of all bailees Bailees at which there is, or is reasonably expected to be, (A) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 275,000 or more or (B) at any time, Inventory with a Fair Market Value of $1,000,000 1,100,000 or more.

Assets and Properties. Each Borrower of Holdings, the Company and each Borrower Subsidiary the Company's Subsidiaries has good and marketable title to all of the Collateral and all other its material assets and Property (tangible and intangible) owned by it or a valid leasehold interest in all of its material leased assets (except for Liens permitted under Section 9.03 and minor defects in title which do not interfere with their ability to conduct their business as presently conducted insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03assets), and all such assets and Property are free and clear of all Liens Liens, except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all As of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Closing Date Schedule 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Partyof Holdings, the Company and the Company's Subsidiaries as of the Closing Date, (ii) a true and complete list of all Leases with in effect on the Closing Date the annual rental payments under which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, 250,000 and (iii) a true and complete list of all bailees at warehouses in which there is, or is reasonably expected to be, (Ai) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value fair market -118- value of $250,000 or more or (Bii) at any time, Inventory with a Fair Market Value fair market value of $1,000,000 or more. Substantially all of the assets and Property owned by or leased to Holdings, the Company and/or each such Subsidiary are in adequate operating condition and repair, ordinary wear and tear excepted, and are free and clear of any known defects except such defects that do not substantially interfere in any material respect with the continued use thereof in the conduct of normal operations. Except for Liens granted to the Agent for the benefit of the Agent, the Issuing Banks and the Lenders, neither this Agreement nor any other Transaction Document, nor any transaction contem plated herein or therein, shall affect any right, title or interest of Holdings, the Company or such Subsidiary in and to any of such assets in a manner that shall have or is reasonably likely to have a Material Adverse Effect.

Assets and Properties. Each Borrower and each Borrower Subsidiary has good and marketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section SECTION 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section SECTION 9.03. Substantially all of the material assets and Property owned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule SCHEDULE 6.01-V contains a true and complete list of (i) all of the Real Property owned in fee simple by each Credit Party, (ii) a true and complete list of all Leases in effect on the Closing Date with annual rental payments which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, and (iii) a true and complete list of all bailees Bailees at which there is, or is reasonably expected to be, (A) for a period of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 or more or (B) at any time, Inventory with a Fair Market Value of $1,000,000 or more.

Assets and Properties. (a) Each Borrower of the Issuers and each Borrower Subsidiary their respective Subsidiaries owns and has (i) good and marketable fee simple title (or its equivalent under applicable state law) to its real properties (other than real properties which it leases from others) subject to no Lien of any kind except Permitted Liens and (ii) good title to all of its other properties and assets (other than properties and assets which it leases from others), subject to no Lien of any kind except Permitted Liens. Schedule 4.11 sets forth a true and complete list and brief description of all real Property owned or leased, as the Collateral case may be, by either Issuer or any of its respective Subsidiaries on the date hereof, together with a true and complete list of all other deeds of real Property owned by such Persons or leases of real Property to 36 36 which any of such Persons is a Party, identifying the parties to each such lease and the real Property to which it relates, and which deeds and leases are shown on the title policies insuring title to such real Property. True and complete copies of all such deeds and real and personal Property leases, together with all amendments, modifications and supplements thereto to the date hereof, have been delivered to the Purchaser or its representatives. (b) The material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and all such assets and Property are free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property Properties owned by, leased to, to or used by each Borrower and/or each Borrower Subsidiary is either Issuer and its respective Subsidiaries are in adequate good operating condition and repair, ordinary wear and tear excepted, is are free and clear of any known defects except such defects as do not substantially materially interfere with the continued use thereof in the conduct of normal operationsoperations of such Issuer or its respective Subsidiaries, and is are able to serve the function for which they are currently being usedused in all material respects. The assets owned by, except leased to or used by such Issuer or its respective Subsidiaries listed on Schedule 4.11 constitute all of the material assets used in each case where the failure conduct of the business of such asset to meet such requirements has notIssuer and its respective Subsidiaries as presently conducted, or is not reasonably likely to have a Material Adverse Effect. Neither and neither this Agreement nor any other Loan Related Document, nor any transaction contemplated under any such agreementagreement or document, will materially adversely affect any right, title or interest interests of any Borrower such Issuer or any Borrower Subsidiary of its respective Subsidiaries in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of assets. (ic) all Each of the Real Property owned in fee simple by each Credit PartyIssuers and its Subsidiaries enjoys peaceful and undisturbed possession under all leases, (ii) whether of realty or personalty, to which it is respectively a true and complete list party, none of all Leases with annual rental payments which exceed $100,000 contains any unusual or with Inventory at any time with a Fair Market Value of $1,000,000 or moreburdensome provisions, and (iii) a true all such leases are valid and complete list subsisting and in full force and effect. None of all bailees at which there isthe Issuers or its Subsidiaries is in material breach or violation of the terms of any such lease, and the Issuers knows of no material breach or is reasonably expected to be, (A) for a period violation of 30 days or more during any twelve-month period, Inventory with a Fair Market Value of $250,000 or more or (B) at such leases by any time, Inventory with a Fair Market Value of $1,000,000 or morethird party.