Common use of Ownership of Property; Liens Clause in Contracts

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real EstateREAL ESTATE") listed in Disclosure Schedule (3.6) SCHEDULE 3.14 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)SCHEDULE 3.14, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) SCHEDULE 3.14 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Encumbrances. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's or Subsidiary's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) As of the Closing Date, SCHEDULE 3.14 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's or any of its Subsidiaries' Real Estate necessary to operate the Borrower's business in the ordinary course has suffered any material damage by fire or other material casualty loss that has not heretofore been repaired and repaired, restored in all material respects to its original condition or otherwise remediedremedied as reasonably necessary to operate the Borrower's business in the ordinary course. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) 3.6 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for substantially all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each of the Credit Party Parties owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases each material lease or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Responsible Officer of Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party. Each of the Credit Party Parties has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assetsassets except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate listed in Schedule 3.14 ("“Real Estate") listed in Disclosure Schedule (3.6”) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title (or its equivalent under Applicable Law) to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)3.14, subject to applicable Permitted Encumbrances, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Agents have been delivered to AgentAgents. Disclosure Schedule (3.6) 3.14 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Encumbrances. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance waivers and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions consents necessary to establish, establish and protect and perfect such Credit Party's ’s or Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate necessary to operate the Borrower’s business in the ordinary course has suffered any material damage by fire or other material casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remediedremedied as reasonably necessary to operate the Borrowers’ business in the ordinary course. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As (a) Each of the Closing DateLoan Parties and each Subsidiary thereof has good record and marketable title in fee simple to or valid leasehold interests in, all Real Estate necessary or used in the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all ordinary conduct of its business. Each of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns Loan Parties and each Subsidiary has good and marketable fee simple title to, valid leasehold interests in, or valid licenses to use all personal property and assets material to the ordinary conduct of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on business. (b) Schedule 5.08(b)(1) to the Disclosure Schedule sets forth the address (3.6)including street address, county and copies state) of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate (excluding Leases) that is owned by the Loan Parties and each of their Subsidiaries, together with respect to which a list of the holders of any Credit Party is a lessor, sublessor mortgage or assignor other Lien thereon as of the Closing Date. Each Credit Loan Party also has good and marketable title to, or valid leasehold interests in, all each of its personal property Subsidiaries has good, marketable and assets. As insurable fee simple title to the Real Estate owned by such Loan Party or such Subsidiary, free and clear of the Closing Dateall Liens, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary Schedule 5.08(b)(2) to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. the Disclosure Schedule sets forth the address (3.6including street address, county and state) also describes any purchase optionsof all Leases of the Loan Parties, rights together with the name of first refusal or other similar contractual rights pertaining each lessor and its contact information with respect to any Real Estate. As each such Lease as of the Closing Date. Each of such Leases is in full force and effect and the Loan Parties are not in default of the terms thereof. (c) Schedule 7.01 to the Disclosure Schedule sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no portion Liens, other than Permitted Encumbrances. (d) Schedule 7.02 to the Disclosure Schedule sets forth a complete and accurate list of all Investments held by any Credit Party's Real Estate has suffered Loan Party or any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As Subsidiary of a Loan Party on the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all showing as of the purposes for which it is currently occupied Closing Date the amount, obligor or issuer and used have been lawfully issued maturity, if any, thereof. (e) Schedule 7.03 to the Disclosure Schedule sets forth a complete and are in full force accurate list of all Indebtedness of each Loan Party or any Subsidiary of a Loan Party on the Closing Date, showing as of the Closing Date the amount, obligor or issuer and effectmaturity thereof.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 4.14 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyLoan Party or any of its Subsidiaries. Each Credit Party As of the Closing Date, each of the Loan Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)4.14 and in each case subject to Permitted Encumbrances, and copies of all such leases owned or partially owned by an Affiliate or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 4.14 further describes any Real Estate with respect to which any Credit Loan Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party As of the Closing Date, each of the Loan Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Encumbrances. As of the Closing Date, none of the properties and assets of any Credit Loan Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Loan Party or any of its Subsidiaries. Each Credit Party has received all deedsAs of the Closing Date, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 4.14 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effecteffect including, without limitation, the use, management, storage, generation, treatment, transportation or disposal of Hazardous Materials.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Except as set forth in the title insurance policies accepted by Agent, each Credit Party owns good and marketable fee simple title to all of its material owned Real EstateEstate (including, without limitation, the Mortgaged Properties), and valid and marketable leasehold interests in all of its material leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Except as set forth in the title insurance policies accepted by Agent with respect to each of the Mortgages and immaterial defects in title, each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as set forth in Disclosure Schedule (3.6) or in the title insurance policies accepted by Agent with respect to each of the Mortgages, each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As (a) Except as disclosed on Schedule 5.08(a), each of the Closing DateLoan Parties has good record and marketable title in fee simple to or valid leasehold interests in, all real property necessary or used in the real estate ordinary conduct of its business, except ("Real Estate"i) listed in Disclosure Schedule (3.6) constitutes all as a result of the real property owned, leased, subleasedBankruptcy Events and the Permitted Store Closings, or used by any Credit Party(ii) for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Credit Party owns Except as disclosed on Schedule 5.08(a) or as a result of the Bankruptcy Events and the Permitted Store Closings, each of the Loan Parties has good and marketable fee simple title to, valid leasehold interests in, or valid licenses to use all personal property and assets material to the ordinary conduct of its owned Real Estatebusiness. (b) Schedule 5.08(b)(1) sets forth the address (including street address, county and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies state) of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate that is owned by the Loan Parties, together with respect to which a list of the holders of any Credit Party is a lessor, sublessor mortgage or assignor other Lien thereon as of the Closing Date. Each Credit Loan Party also has good good, marketable and marketable insurable fee simple title toto the real property owned by such Loan Party or such Subsidiary, or valid leasehold interests infree and clear of all Liens, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all deedsLeases of the Loan Parties (except for Leases which are the subject of Permitted Store Closings), assignments, waivers, consents, nondisturbance together with the name of each lessor and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary its contact information with respect to establish, protect and perfect each such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As Lease as of the Closing Date. (c) Schedule 7.01 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party is subject to no portion Liens, other than Permitted Encumbrances. (d) reserved. (e) Schedule 7.03 sets forth a complete and accurate list of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As Indebtedness of each Loan Party on the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all showing as of the purposes for which it is currently occupied date hereof the amount, obligor or issuer and used have been lawfully issued and are in full force and effectmaturity thereof.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.64.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure . Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.64.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.64.6) also describes any purchase options, rights of first refusal or other similar contractual rights rights, if any, pertaining to any material Real Estate. As of the Closing Date, all of the Collateral (including, without limitation, Inventory, Equipment, books and records) is at one or more of the locations listed on Schedule (4.6) or is in-transit between such locations. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. (a) As of the Closing Date, the real estate ("together with any real property acquired by any Borrower or Guarantor after the Closing Date, “Real Estate"”) designated as such and listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used operated by any Credit Party. Each Except as disclosed in Disclosure Schedule (3.6), each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as more particularly described on Disclosure Schedule (3.6)such schedule, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets, including, without limitation, those titled vehicles described in Disclosure Schedule (3.6) (the “Titled Vehicles”). As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as described in Disclosure Schedule (3.6), each Credit Party has received all deeds, certificates of title, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other other-actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assetsassets including, without limitation, the Titled Vehicles. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no No portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that mat has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As (a) Each of the Closing DateLoan Parties has good record and marketable title in fee simple to or valid leasehold interests in, all Real Estate necessary or used in the real estate ("Real Estate") listed ordinary conduct of its business, except for such defects in Disclosure Schedule (3.6) constitutes all title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also Loan Parties has good and marketable title to, or valid leasehold interests in, or valid licenses to use all of its personal property and assets. As assets material to the ordinary conduct of its business. (b) Schedule 5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate (excluding Leases) that is owned by the Loan Parties, together with a list of the holders of any mortgage or other Lien thereon as of the Original Closing Date. Each Loan Party has good, none marketable and insurable fee simple title to the Real Estate owned by such Loan Party or such Subsidiary, free and clear of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrancesall Liens, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As Leases of the Loan Parties, together with the name of each lessor and its contact information with respect to each such Lease as of the Original Closing Date, no portion . Each of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it such Leases is currently occupied and used have been lawfully issued and are in full force and effecteffect and the Loan Parties are not in default of the terms thereof. (c) Schedule 7.01 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the Original Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party is subject to no Liens, other than Permitted Encumbrances. (d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party on the Original Closing Date, showing as of the Original Closing Date the amount, obligor or issuer and maturity, if any, thereof. (e) Schedule 7.03 sets forth a complete and accurate list of all Indebtedness of each Loan Party on the Original Closing Date, showing as of the Original Closing Date the amount, obligor or issuer and maturity thereof.

Ownership of Property; Liens. As (a) Each of the Closing DateLoan Parties and each Subsidiary thereof has good record and marketable title in fee simple to, valid leasehold interests in or other valid right to use, all real property material to the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all ordinary conduct of its business. Each of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns Loan Parties and each Subsidiary has good and marketable fee simple title to, valid leasehold interests in, valid license or other contractual right to use all personal property and assets material to the ordinary conduct of its owned Real Estatebusiness. (b) Schedule 5.08(b)(1) sets forth the address (including street address, county and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies state) of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate that is owned by the Loan Parties, together with respect to which a list of the holders of any Credit Party is a lessor, sublessor mortgage or assignor other Lien thereon as of the Closing Date. Each Credit Loan Party also has good and marketable title to, or valid leasehold interests in, all each of its personal Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and assets. As clear of the Closing Dateall Liens, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all deedsLeases of the Loan Parties, assignments, waivers, consents, nondisturbance together with a list of the lessor and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary its contact information with respect to establish, protect and perfect each such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As Lease as of the Closing Date, no portion . Each of any Credit Party's Real Estate has suffered such Leases is in full force and effect and the Loan Parties are not in default in any material damage respect of the terms thereof. (c) Schedule 7.01 sets forth a complete and accurate list of all Liens (other than Liens in favor of Administrative Agent) on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the Closing Date the lienholder thereof, and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Permitted Encumbrances. (d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by fire any Loan Party or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As any Subsidiary of a Loan Party on the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all showing as of the purposes for which it is currently occupied date hereof the amount, obligor or issuer and used have been lawfully issued maturity, if any, thereof. (e) Schedule 7.03 sets forth a complete and are in full force accurate list of all Indebtedness of each Loan Party or any Subsidiary of a Loan Party on the Closing Date, showing as of the date hereof the amount, obligor or issuer and effectmaturity thereof.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") property listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, leased or used subleased by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered or otherwise made available to Agent. As of the Closing Date, all Material Real Estate is listed on Disclosure Schedule (3.6) under the heading “Material Real Estate.” Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and and, as applicable, marketable title to, or valid leasehold interests in, or other valid rights to use, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights in effect on the Closing Date pertaining to any Real EstateEstate owned by any Credit Party. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights in effect on the Closing Date pertaining to any Credit Party’s leasehold interest (1) in any Real Estate leased by such Credit Party which was created or granted by any Credit Party or any Person claiming by, through or under a Credit Party and (2) to the knowledge the Credit Parties, in any Material Real Estate leased by such Credit Party which was created or granted by any other Person. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except for those permits the absence of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and and, if requested by Agent, copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesEncumbrances and Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7), and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.6 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. The current construction and use of the Real Estate does not violate (a) any statutes, laws, regulations, rules, ordinances, permits, requirements or orders or decrees of any kind whatsoever now in effect (including zoning, use or building statutes, laws, ordinances), or (b) any building permits or any conditions, easements, rights-of-way, agreements of record, urban renewal plans, parking agreements, covenants, restrictions of record or any other agreement affecting such Real Estate and each Credit Party further represents that to the best of its knowledge, such Real Estate does not violate any applicable zoning regulations.

Ownership of Property; Liens. As of the Closing Date, the real estate ---------------------------- ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real ----------- ------------------------- property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or ------------------------- a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to ------------------------- which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes as of the Closing Date any purchase ------------------------- options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Restatement Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable (and in the case of Real Estate located outside the Province of Quebec) fee simple title to all of its owned Real EstateEstate and good and marketable title to the Vessels (other than the Barge M▇▇▇▇, as to which it has a valid and marketable leasehold interest), and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Restatement Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its other personal property and assets. As of the Restatement Closing Date, none of the Vessels, properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect protect, perfect and perfect publish such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Restatement Closing Date, no Vessel and no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Restatement Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's or Subsidiary's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's or any of its Subsidiaries' Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate property ("together with any real property acquired by any Credit Party after the Closing Date, collectively, the “Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, subleased or used by any Credit PartyParty or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased material Real Estate, all as described on Disclosure . Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any material Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor lessor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none None of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to Parent Borrower or any other Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills any of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estateits Subsidiaries. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in the Disclosure Schedule (3.6) Document constitutes all of the real property owned, leased, leased or subleased, or used by any Credit Party as warehouse, storage or office space or where assets may otherwise be located, and identifies any such real property leased from an Affiliate of any Credit Party. Each No Credit Party owns good and marketable fee simple title to all of its owned any Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as Estate of any Credit Parties is described on the Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentDocument. The Disclosure Schedule (3.6) Document further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. The Disclosure Schedule (3.6) Document also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original pre-casualty condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except where the failure to have any permit will not have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable (and in the case of Real Estate located outside the Province of Quebec) fee simple title to all of its owned Real EstateEstate and, following payment of the Prior Debt on the Closing Date, good and marketable title to the Vessels (other than the Manistee and Barge McKee, as to each of which it has a valid and marketable leasehold ▇▇▇▇▇est), and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its other personal property and assets. As of the Closing Date, none of the Vessels, properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect protect, perfect and perfect publish such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no Vessel and no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Agents have been delivered to AgentAgents. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good good, valid and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As (a) Each of the Closing DateLoan Parties has good record and marketable title in fee simple to or valid leasehold interests in, all Real Estate necessary or used in the real estate ("Real Estate") listed ordinary conduct of its business, except for such defects in Disclosure Schedule (3.6) constitutes all title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also Loan Parties has good and marketable title to, or valid leasehold interests in, or valid licenses to use all of its personal property and assets. As assets material to the ordinary conduct of its business. (b) Schedule 5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate (excluding Leases) that is owned by the Loan Parties, together with a list of the Closing Date, none holders of any mortgage or other Lien thereon as of the properties Third Restatement Date. Each Loan Party has good, marketable and assets insurable fee simple title to the Real Estate owned by such Loan Party or such Subsidiary, free and clear of any Credit Party are subject to any Liens other than Permitted Encumbrancesall Liens, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As Leases of the Closing DateLoan Parties, no portion together with the name of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired each lessor and restored in all material respects its contact information with respect to its original condition or otherwise remedied. As each such Lease as of the Closing Third Restatement Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all . Each of the purposes for which it such Leases is currently occupied and used have been lawfully issued and are in full force and effecteffect and the Loan Parties are not in default of the terms thereof. (c) Schedule 7.01 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the Third Restatement Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party is subject to no Liens, other than Permitted Encumbrances. (d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party on the Third Restatement Date, showing as of the Third Restatement Date the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens. (a) As of the Closing Date, the real estate ("together with any real property acquired by any Borrower or Guarantor after the Closing Date, “Real Estate"”) designated as such and listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used operated by any Credit Party. Each Except as disclosed in Disclosure Schedule (3.6), each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as more particularly described on Disclosure Schedule (3.6)such schedule, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets, including, without limitation, those Titled Vehicles described in Disclosure Schedule (3.6). As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as described in Disclosure Schedule (3.6), each Credit Party has received all deeds, certificates of title, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assetsassets including, without limitation, the Titled Vehicles. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no No portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in the Disclosure Schedule (3.6) Document constitutes all of the real property owned, leased, leased or subleased, or used by any Credit Party as warehouse, storage or office space or where assets may otherwise be located, and identifies any such real property leased from an Affiliate of any Credit Party. Each No Credit Party owns good and marketable fee simple title to all of its owned any Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as Estate of any Credit Parties is described on the Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentDocument. The Disclosure Schedule (3.6) Document further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. The Disclosure Schedule (3.6) Document also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original pre-casualty condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except where the failure to have any permit will not have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each Except as disclosed on Schedule 5.12, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Except as disclosed on Schedule 5.12, each of the Credit Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's or Subsidiary's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's or any of its Subsidiaries' Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes materially all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and and, to the extent requested in writing by Agent or Canadian Agent, copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent (or, in the case of Canadian Borrower, Canadian Agent) have been delivered to Agent (or, in the case of Canadian Borrower, Canadian Agent). Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, lessor or sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills any of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assetsits Subsidiaries. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateEstate that is material to the business of the Credit Parties. As of the Closing Date, no material portion of any Credit Party's the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied or is currently being repaired or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied pursuant to laws in all material respects and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.14 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all or any of its Subsidiaries. As of the Closing Date, each of the Credit Parties and each of its Subsidiaries has no owned Real Estate, and but has valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)3.14, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 3.14 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Encumbrances. As of the Closing DateDate and after giving effect to the Related Transactions, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills any of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estateits Subsidiaries. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate necessary to operate the Borrower’s business in the ordinary course has suffered any material damage by fire or other material casualty loss that has not heretofore been repaired and repaired, restored in all material respects to its original condition or otherwise remediedremedied as reasonably necessary to operate the Borrower’s business in the ordinary course. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used by the Credit Parties for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, (as of the Closing Date, all as described on Disclosure Schedule (3.6)), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesLiens permitted hereunder, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights existing as of the Closing Date and pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate listed in Schedule 4.14 ("“Real Estate") listed in Disclosure Schedule (3.6”) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title (or its equivalent under applicable law) to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)4.14, subject to applicable Permitted Liens, and copies of all such leases or a summary of terms thereof reasonably satisfactory to the Administrative Agent have been delivered to the Administrative Agent. Disclosure Schedule (3.6) 4.14 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Liens. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted EncumbrancesLiens, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesLiens against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance waivers and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions consents necessary to establish, establish and protect and perfect such Credit Party's ’s or Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate necessary to operate the Credit Parties’ business in the ordinary course has suffered any material damage by fire or other material casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remediedremedied as reasonably necessary to operate the Credit Parties’ business in the ordinary course. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the The real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.12 constitutes all of the real property owned, leased, subleased, or used by Borrower or any Credit Partyof its Subsidiaries. Each Credit Party Borrower and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)3.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Investment Manager have been delivered to AgentInvestment Manager. Disclosure Schedule (3.6) 3.12 further describes any Real Estate with respect to which Borrower or any Credit Party of its Subsidiaries is a lessor, sublessor or assignor as assignor. Borrower and each of the Closing Date. Each Credit Party its Subsidiaries also has have good and marketable title to, or valid leasehold interests in, all of its the personal property and assetsassets necessary for the operation of Borrower’s business. As of the Closing Date, none None of the properties and assets of Borrower or any Credit Party of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of Borrower or any of its Subsidiaries. Each Credit Party has Borrower and each of its Subsidiaries have received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect Borrower’s or such Credit Party's Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assetsassets necessary for the operation of Borrower’s business. Disclosure Schedule (3.6) 3.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no No portion of Borrower’s or any Credit Party's of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, Estate and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule Estate (3.6in each case subject to Liens permitted under Section 6.7), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets (subject to Liens permitted under Section 6.7). As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesLiens permitted under Section 6.7, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesLiens permitted under Section 6.7. Each Except as could not reasonably be expected to have a Material Adverse Effect, each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateEstate as of the Closing Date. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real EstateREAL ESTATE") listed in Disclosure Schedule (3.6) SCHEDULE 3.12 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyBorrower or any of their Subsidiaries. Each Credit Party Borrower and each Subsidiary of Borrowers owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentInvestment Manager. Disclosure Schedule (3.6) SCHEDULE 3.12 further describes any Real Estate with respect to which any Credit Party Borrower or any of their Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower and each Subsidiary of Borrowers also has good and marketable title to, or valid leasehold interests inin or licenses of, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower or any Subsidiary of any Borrower are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrowers that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Borrower or any of their Subsidiaries. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) SCHEDULE 3.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit PartyBorrower's or any Subsidiary of any Borrower's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real EstateREAL ESTATE") listed in Disclosure Schedule on DISCLOSURE SCHEDULE (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule DISCLOSURE SCHEDULE (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any such Credit Party. Each Such Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on in Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any such Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Such Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and personal property assets of any such Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any such Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Such Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such its owned Real Estate and other properties and assetsEstate. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any owned Real Estate. As of the Closing Date, no portion of any such Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As Except as set forth in Disclosure Statement (3.6), as of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and and, if requested by Agent, copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesEncumbrances and Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7), and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Effective Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes includes all of the real property owned, leased, subleased, or used by any Credit Party. Each As of the Effective Date, each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Effective Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Effective Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no Credit Party has received written notice of any facts, circumstances or conditions known that are likely to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) on any Collateral other than Permitted Encumbrances. Each As of the Effective Date, the Liens granted to Agent pursuant to the Loan Documents are first priority perfected Liens, subject only to Permitted Encumbrances. As of the Effective Date, each Credit Party has to its knowledge received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions reasonably necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of During the Closing period from March 31, 2003 through the Effective Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Effective Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and except as disclosed on Disclosure Schedule 3.17, there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered delivered, or otherwise been made available, to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all (i) Mortgaged Properties, and (ii) all other Real Estate and other properties and assets to the extent such Real Estate and other properties and assetsassets are material to the conduct of such Credit Party's business. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateMortgaged Properties. As of the Closing Date, no portion of any Credit Party's Real Estate that is material to the conduct of such Credit Party's business has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As Each Loan Party has good and marketable fee simple, or local equivalent, title to, or a good and valid leasehold interest in, all its material real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose, water therefrom, subject to applicable Requirements of Law). Each Loan Party has good title to, or a valid leasehold interest in, all its other material property. Each Loan Party represents that Octagon Partners LLC, a California limited liability company and an Affiliate of each of the Closing DateBorrowers, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns has good and marketable fee simple title to all of its owned Real Estatematerial real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and valid and marketable leasehold interests for any other purpose water therefrom). None of such property referenced in this Section 3.7 is subject to any Lien, except as permitted by Section 6.2 or such other minor defects in title that do not interfere with such Loan Party’s ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. The property subject to the Mortgage comprises all of its leased the real property interests owned by the Loan Parties and any of their Subsidiaries or Affiliates (other than the Longitudinal Lease Agreement and the Northern Pipeline Real Estate, all as described on Disclosure Schedule (3.6Property Interests), ; provided that the representations and copies of all such leases or a summary of terms thereof reasonably satisfactory warranties contained in this Section 3.7 are qualified in their entirety by reference to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good Leases and marketable title to, or valid leasehold the rights and interests in, all of its personal property and assetsgranted thereunder. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrancesthe Longitudinal Lease Agreement and the Northern Pipeline Real Property Interests, and there are no factsMaterial Leased Properties. No Loan Party or any of its Subsidiaries or Affiliates has any Contractual Obligation to purchase any material real property or interest in any material real property. There is no pending or, circumstances to the best knowledge of each Loan Party, threatened (in writing), appropriation, condemnation or conditions known like adverse proceeding materially affecting the Mortgaged Properties or any part thereof or of any sale or other disposition of the Mortgaged Properties or any part thereof in lieu of condemnation that could reasonably be expected to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrancesa Material Adverse Effect. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Loan Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As ’s use of the Closing DateMortgaged Properties or any portion thereof does not, no portion of any Credit Party's Real Estate has suffered in any material damage by fire respect, breach, violate or other casualty loss that has not heretofore been repaired conflict with (i) any material covenants, conditions or restrictions of record applicable thereto and restored in all material respects to its original condition binding on any Loan Party or otherwise remedied. As (ii) the terms and provisions of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effectLeases.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate"a) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns Borrower has good and marketable fee simple title to all of its the Borrower Real Property and good title to the other components of the Property owned Real Estate, by Borrower free and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies clear of all such leases or a summary of terms thereof reasonably satisfactory Liens, subject only to Agent have been delivered to AgentPermitted Exceptions. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also CF Owner has good and marketable fee title toto all of the CF Property free and clear of all Liens, subject only to the Existing Permitted Indebtedness and Permitted Exceptions. MF Owner has good and marketable fee title to all of the MF Property free and clear of all Liens, subject only to the Existing Permitted Indebtedness and Permitted Exceptions. Borrower owns or leases all Real Property (other than the CF Property and the MF Property) and Personal Property necessary for the use, entitlement, management, development, operation, marketing and sale of the Aggregate Real Property. There are no outstanding Mechanics’ Liens. There are no delinquent ground rents, assessments for Improvements or other similar outstanding charges or impositions affecting the Aggregate Real Property. No Improvements lie outside the boundaries and building restriction lines of the Aggregate Real Property or encroach onto any easements (unless affirmatively insured by a Title Policy), and no Improvements on adjoining properties encroach upon the Aggregate Real Property. The Title Policy premium has been fully paid. Except for customary gap undertakings, neither Borrower, any Loan Parties nor any other Person has provided any title indemnities (or analogous documentation) or deposits of cash or other security to the title insurer to obtain any Title Policy. The Permitted Exceptions do not and will not materially interfere with the security intended to be provided by any Deed of Trust, or valid leasehold interests inwith the use, all of its personal property entitlement, management, development, operation, marketing and assets. As sale of the Closing DateBorrower Real Property, none or the marketability or value of the properties Borrower Real Property. Borrower and assets of any Credit each Loan Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's will preserve its right, title and interest in and to the Collateral for so long as the Obligations remain outstanding and will warrant and defend same and the validity and priority of the Deeds of Trust and the Liens in favor of Administrative Agent arising pursuant to the Loan Documents from and against any and all such Real Estate and Claims whatsoever other properties and assets. Disclosure Schedule than the Permitted Exceptions. (3.6b) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, the Consolidated Group owns no portion Real Property other than the (i) Group A Property and the Group B Property, and all Group A Property is Borrower Real Property and all Group B Property is Borrower Real Property, (ii) CF Property and (iii) MF Property. On the earlier of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of (i) the Delayed Draw Closing Date, all material permits required (ii) the date that is sixty (60) days after the Closing Date or (iii) the Second Term Loan Funding Date, the Consolidated Group owns no Real Property other than Borrower Real Property, the CF Property and the MF Property (except to have the extent that the CF Property or MF Property has been issued or appropriate transferred to enable Borrower). Other than the Real Estate to be lawfully occupied and used for all Property described in the legal description set forth on Schedule A of the purposes Title Policy for any Asset, at the time of issuance of that Title Policy, there is no Borrower Real Property that is a part of such Asset, or any related Amenities and/or common areas owned by the Consolidated Group and/or any of their Affiliates, and such legal description is a true, correct and complete legal description of the Asset (provided that if a representation in this Section 5.08(b) is breached, Borrower will be given the opportunity to cure such breach by complying with Section 6.19 with respect to the applicable Real Property). (c) Neither Borrower, CF Owner, MF Owner nor any other member of the Consolidated Group has engaged in acts or omissions which it have caused a default under any PAPA Obligation or triggered any buyback, repurchase options or rights of refusal thereunder. Neither Borrower, CF Owner, MF Owner nor any other member of the Consolidated Group has borrowed any amount from the holder of any PAPA Obligation, nor has any advance of funds been made by the holder of any PAPA Obligation on behalf of Borrower, CF Owner MF Owner, or any other member of the Consolidated Group. (d) All covenants, conditions, restrictions, easements and other similar matters that exist with respect to the Group A Projects or the Group B Projects are listed as exceptions on the Title Polices for the Group A Projects and the Group B Projects, respectively. (e) The aggregate outstanding principal balance of the Existing Secured Indebtedness secured by the CF Property is currently occupied and used have been lawfully issued and are in full force and effect$18,889,150. The aggregate outstanding principal balance of the Existing Secured Indebtedness secured by the MF Property is $38,146,984.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any such Credit Party. Each Such Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on in Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to each Co-Agent have been delivered to AgentCo-Agents. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any such Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Such Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and personal property assets of any such Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any such Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Such Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such its owned Real Estate and other properties and assetsEstate. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any owned Real Estate. As of the Closing Date, no portion of any such Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule 3.14 (3.6“Real Property”) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title (or its equivalent under Applicable Law) to all of its owned Real EstateProperty, and valid and marketable leasehold interests in all of its leased Real EstateProperty, all as described on Disclosure Schedule (3.6)3.14, and subject to applicable Permitted Encumbrances, and, upon request of the Agents, copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Agents have been delivered to AgentAgents. Disclosure Schedule (3.6) 3.14 further describes any Real Estate Property with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets subject to applicable Permitted Encumbrances. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance waivers and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions consents necessary to establish, establish and protect and perfect such Credit Party's ’s or Subsidiary’s right, title and interest in and to all such Real Estate Property and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate Property necessary to operate the Borrower’s business in the ordinary course has suffered any material damage by fire or other material casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remediedremedied as reasonably necessary to operate the Borrowers’ business in the ordinary course. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. As of the Closing Date, no Credit Party and no Subsidiary of a Credit Party has notice of or knowledge of any pending or threatened condemnation or eminent domain proceeding on any Mortgaged Property.

Ownership of Property; Liens. As of the Closing Date(a) AS OF THE CLOSING DATE, the real estate THE REAL ESTATE ("Real EstateREAL ESTATE") listed in Disclosure Schedule on DISCLOSURE SCHEDULE (3.63.6)(a) constitutes all of the real property owned, leased, subleased, leased or used subleased by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule DISCLOSURE SCHEDULE (3.63.6)(a), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Administrative Agent. Disclosure Schedule DISCLOSURE SCHEDULE (3.63.6)(a) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, after giving effect to the Related Transactions, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may reasonably be expected to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, estoppels, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Disclosure Schedule As of the Closing Date, DISCLOSURE SCHEDULE (3.63.6)(a) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect. (b) As of the Closing Date, the Vessels listed by name and official number in SCHEDULE 3.6(b) constitute all of the Vessels owned or operated by Borrowers. Each Vessel is owned by a Borrower, is duly registered under the laws of the United States, is eligible to engage in the coastwide trade and no Vessel has been the subject (including by virtue of her trade or the actions of her owner at any time) of such facts or circumstances as would cause her to be declared ineligible for the coastwide trade of the United States by the U.S. Coast Guard, the Custom Service or the United States Maritime Association. At all relevant times, each Borrower that operates a Vessel has been "a citizen of the United States" within the meaning of Section 2 of the Shipping Act of 1916, as amended, for the purpose of operating its Vessels in the coastwide trade of the United States. Each Vessel is duly documented (to the extent required for its current use) in the name of a Borrower with the U.S. Coast Guard and each of the Vessels has (to the extent required for its current use) current certificates of inspection and documentation (with coastwide trade endorsements) in effect with the U.S. Coast Guard and all other certificates and documentation required by any Governmental Authority to operate offshore in the U.S. Gulf of Mexico, in each case free of reportable exceptions or notations of record which would affect her class, except for such which may be postponed until the Vessel's next scheduled or other future drydocking. Each Vessel and engine and other major component thereof is in a good state of repair and operating condition, ordinary wear and tear excepted, which is adequate to enable such Vessel to perform the functions for the related Borrower for which it has been historically used and operated in the ordinary course of business, in each case except as could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of the terms thereof reasonably satisfactory to Term Agent have been delivered to Term Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate"a) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns Borrower has good and marketable fee simple title to all of its the Borrower Real Property and good title to the other components of the Property owned Real Estateby Borrower free and clear of all Liens, and valid subject only to Permitted Exceptions. CF Owner has good and marketable leasehold interests in fee title to all of its leased Real Estate, all as described on Disclosure Schedule (3.6), the CF Property free and copies clear of all such leases or a summary of terms thereof reasonably satisfactory Liens, subject only to Agent have been delivered the Existing Secured Indebtedness and Permitted Exceptions. MF Owner has good and marketable fee title to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as all of the Closing DateMF Property free and clear of all Liens, subject only to the Existing Secured Indebtedness and Permitted Exceptions. Each Credit Party also Lyon ▇▇▇▇▇▇▇▇ has good and marketable title toto all of the ▇▇▇▇▇▇▇▇ Property free and clear of all Liens, subject only to the Liens securing the ▇▇▇▇▇▇▇▇ Loan and Permitted Exceptions. Borrower owns or leases all Real Property (other than the CF Property, the MF Property and the ▇▇▇▇▇▇▇▇ Property) and Personal Property necessary for the use, entitlement, management, development, operation, marketing and sale of the Aggregate Real Property. There are no outstanding Mechanics’ Liens. There are no delinquent ground rents, assessments for Improvements or other similar outstanding charges or impositions affecting the Aggregate Real Property. No Improvements lie outside the boundaries and building restriction lines of the Aggregate Real Property or encroach onto any easements (unless affirmatively insured by a Title Policy), and no Improvements on adjoining properties encroach upon the Aggregate Real Property. The Title Policy premium has been fully paid. Except for customary gap undertakings, neither Borrower, any Loan Parties nor any other Person has provided any title indemnities (or analogous documentation) or deposits of cash or other security to the title insurer to obtain any Title Policy. The Permitted Exceptions do not and will not materially interfere with the security intended to be provided by any Deed of Trust, or valid leasehold interests inwith the use, all of its personal property entitlement, management, development, operation, marketing and assets. As sale of the Closing DateBorrower Real Property, none or the marketability or value of the properties Borrower Real Property. Borrower and assets of any Credit each Loan Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's will preserve its right, title and interest in and to the Collateral for so long as the Obligations remain outstanding and will warrant and defend same and the validity and priority of any Deed of Trust and the Liens in favor of Administrative Agent arising pursuant to the Loan Documents from and against any and all such Real Estate and Claims whatsoever other properties and assets. Disclosure Schedule than the Permitted Exceptions. (3.6b) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion member of the Consolidated Group owns any Real Property other (i) than the Closing Date Real Property and all Closing Date Real Property is Borrower Real Property, (ii) CF Property, (iii) San ▇▇▇▇▇▇ Property, (iv) MF Property and (v) ▇▇▇▇▇▇▇▇ Property. Other than the Real Property described in the legal description set forth on Schedule A of the Title Policy (or of the endorsement thereto issued on the Closing Date) for any Asset, at the time of issuance of that Title Policy (or of such endorsement), there is no Borrower Real Property that is a part of such Asset, or any related Amenities and/or common areas owned by a member of the Consolidated Group and/or any of their Affiliates, and such legal description is a true, correct and complete legal description of the Asset (provided that if a representation in this Section 5.08(b) is breached, Borrower will be given the opportunity to cure such breach by complying with Section 6.19 with respect to the applicable Real Property). (c) Neither Borrower, CF Owner, MF Owner, Lyon ▇▇▇▇▇▇▇▇ nor any other member of the Consolidated Group has engaged in acts or omissions which have caused a default under any PAPA Obligation or triggered any buyback, repurchase options or rights of refusal thereunder. Neither Borrower, CF Owner, MF Owner, Lyon ▇▇▇▇▇▇▇▇ nor any other member of the Consolidated Group has borrowed any amount from the holder of any Credit Party's PAPA Obligation, nor has any advance of funds been made by the holder of any PAPA Obligation on behalf of Borrower, CF Owner, MF Owner, Lyon ▇▇▇▇▇▇▇▇ or any other member of the Consolidated Group. No modification under any agreement that includes a PAPA Obligation or Preemptive Purchase or Lease Right with respect to any Borrower Real Estate Property has suffered any material damage been agreed to by fire Borrower since the date of the Pre-Petition Loan Agreement. (d) All covenants, conditions, restrictions, easements and other similar matters that exist with respect to the Closing Date Real Property (other than covenants, conditions, restrictions, easements and other similar matters (i) arising in the ordinary course of the Core Businesses, (ii) first arising after October 20, 2009 and (iii) that do not individually or other casualty loss in the aggregate have a Material Adverse Effect on the value, use or marketability of the Asset that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remediedthey encumber), are listed as exceptions on the Title Polices for the Closing Date Real Property. (e) As of December 31, 2011, the aggregate outstanding principal balance of the Existing Secured Indebtedness secured by the CF Property is $8,999,150. As of December 31, 2011, the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all aggregate outstanding principal balance of the purposes for which it Existing Secured Indebtedness secured by the San ▇▇▇▇▇▇ Property is currently occupied and used have been lawfully issued and are in full force and effect$3,010,425. As of December 31, 2011, the aggregate outstanding principal balance of the Existing Secured Indebtedness secured by the MF Property is $6,500,000. As of December 31, 2011, the aggregate outstanding principal balance of the Indebtedness secured by the ▇▇▇▇▇▇▇▇ Property is $55,000,000.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) DISCLOSURE SCHEDULE 3.6 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (DISCLOSURE SCHEDULE 3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) DISCLOSURE SCHEDULE 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) DISCLOSURE SCHEDULE 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. The current construction and use of the Real Estate does not violate (a) any statutes, laws, regulations, rules, ordinances, permits, requirements or orders or decrees of any kind whatsoever now in effect (including zoning, use or building statutes, laws, ordinances), or (b) any building permits or any conditions, easements, rights-of-way, agreements of record, urban renewal plans, parking agreements, covenants, restrictions of record or any other Credit Agreement (Omni) agreement affecting such Real Estate and each Credit Party further represents that to the best of its knowledge, such Real Estate does not violate any applicable zoning regulations.

Ownership of Property; Liens. As of the Closing Datedate hereof, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered made available to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Datedate hereof, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Datedate hereof, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Datedate hereof, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Amendment and Restatement Date, the real estate property ("together with any real property acquired by any Credit Party after the Amendment and Restatement Date, collectively, the “Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all (as of the Amendment and Restatement Date) as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent5.12. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Amendment and Restatement Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Amendment and Restatement Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to Borrower or any other Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills any of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estateits Subsidiaries. As of the Closing Amendment and Restatement Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Amendment and Restatement Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. (a) As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) 3.6 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentLender. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been completely repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each Except as disclosed on Schedule 5.12, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Encumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Except as disclosed on Schedule 5.12, each of the Credit Parties and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s or Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Lender have been delivered to AgentLender. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used by the Credit Parties for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing DateEach Loan Party has good and marketable fee simple, or local equivalent, title to, or a good and valid leasehold interest in, all its real property (including, without limitation, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used right to extract by any Credit means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose, water therefrom) other than the property currently owned by Harweal Investments Limited, the name of which has subsequently been changed to EVCO Limited, as nominee for Cadiz Land Company, Inc., which property is subject to no Liens other than Liens in favor of a Loan Party. Each Credit Loan Party owns has good title to, or a valid leasehold interest in, all its other property. Each Loan Party represents that Octagon Partners, LLC, a California limited liability company and an Affiliate of each of the Borrowers, has good and marketable fee simple title to all of its owned Real Estatereal property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and valid for any other purpose water therefrom). None of such property referenced in this Section 3.7 is subject to any Lien except as permitted by Section 6.2 or such other minor defects in title that do not interfere with such Loan Party’s ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. All such property referenced in this Section 3.7 is in good working order and marketable leasehold interests in condition, ordinary wear and tear excepted. The property subject to the Mortgage comprises all of its leased Real Estate, all as described on Disclosure Schedule (3.6), the real property owned by the Loan Parties and copies any of all such leases their Subsidiaries or a summary of terms thereof reasonably satisfactory Affiliates; provided that the representations and warranties contained in this Section 3.7 are qualified in their entirety by reference to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good Lease Transaction and marketable title to, or valid leasehold the rights and interests in, all of its personal property and assetsgranted thereunder. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no factsMaterial Leased Properties. No Loan Party has any Contractual Obligation to purchase any real property or interest in real property. There is no pending or, circumstances to the best knowledge of each Loan Party, threatened, appropriation, condemnation or conditions known to like adverse proceeding materially affecting the Mortgaged Properties or any Credit Party that may result part thereof or of any sale or other disposition of the Mortgaged Properties or any part thereof in lieu of condemnation. The Loan Parties’ use of the Mortgaged Properties or any portion thereof does not, in any Liens material respect, breach, violate or conflict with (including Liens arising under Environmental Lawsi) other than Permitted Encumbrances. Each Credit any covenants, conditions or restrictions of record applicable thereto and binding on any Loan Party has received all deeds, assignments, waivers, consents, nondisturbance or (ii) the terms and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As provisions of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effectLease Agreement.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered or made available to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesEncumbrances and Liens in favor of the Agent or the Lenders, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all material deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal to purchase or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes as of the Closing Date any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentAgent for those properties for which landlord waivers are required under Section 5.9. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateEstate as of the Closing Date. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.the

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each of the Credit Party Parties owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases each material lease or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Responsible Officer of Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party. Each of the Credit Party Parties has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assetsassets except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in the Disclosure Schedule (3.6) Document constitutes all of the real property owned, leased, leased or subleased, or used by any Credit PartyBorrower as warehouse, storage or office space or where assets may otherwise be located, and identifies any such real property leased from an Affiliate of any Borrower. Each Credit Party No Borrower owns good and marketable fee simple title to all of its owned any Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as Estate of any Borrowers is described on the Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to AgentDocument. The Disclosure Schedule (3.6) Document further describes any Real Estate with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. The Disclosure Schedule (3.6) Document also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Borrower’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original pre-casualty condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except where the failure to have any permit will not have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("The Real Estate") Estate listed in Disclosure Schedule (3.6) constitutes all of the real property (i) owned, leased, subleased, leased or subleased by any Credit Party as of the Closing Date and (ii) used by any Credit PartyParty as of July 31, 2009. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, except where failure to own good and marketable fee simple title to such Real Estate could not reasonably be expected to cause a Material Adverse Effect, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered made available to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, lessor or sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other material properties and assets. Disclosure Schedule assets (3.6) also describes excluding equipment made available, or sold pursuant to secured financing arrangements, to customers, and Inventory subject to consignment arrangements, in each case in the ordinary course of business consistent with past practices), except where failure to so receive, record, file or perform any purchase options, rights of first refusal or other similar contractual rights pertaining such action could not reasonably be expected to any Real Estatecause a Material Adverse Effect. As of the Closing Date, no material portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each Credit Party and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's and such Subsidiary's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's or any of its Subsidiaries' Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.6 constitutes all of the real property owned, leased, subleased, or used subleased by any Credit Party. Each Credit Party owns good and marketable indefeasible fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies a summary of terms of all such leases or a summary of terms thereof reasonably satisfactory to Agent have has been delivered to Agent. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties or assets for their intended purposes. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower or Guarantor that may could reasonably be expected to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes describes, as of the Closing Date, any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate owned by a Credit Party or granted by, or in favor of, any Credit Party pertaining to any other Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition (normal wear and tear excepted) or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ---------------------------- ("Real Estate") listed in Disclosure Schedule (3.6) SCHEDULE 3.6 constitutes all of the real property ----------- ------------ owned, leased, subleased, or used by any Credit PartyBorrower. Each Credit Party Borrower owns good and marketable or indefeasible fee simple title to all of its owned Real Estate, Estate and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (in SCHEDULE 3.6), and copies of all such leases or a summary of terms thereof reasonably ------------ satisfactory to Agent Agents have been delivered to AgentAgents. Disclosure Schedule (3.6) SCHEDULE 3.6 further ------------ describes any Real Estate with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party Borrower has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit PartyBorrower's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) SCHEDULE 3.6 also describes any purchase options, rights of first ------------ refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit PartyBorrower's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. The Liens granted to Collateral Agent, on behalf of Agents and Lenders, pursuant to the Collateral Documents will at all times be fully perfected Liens in and to the Collateral described therein, subject, as to priority, only to Permitted Senior Encumbrances.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, licensed, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. Labor Matters. As of the Closing Date (a) no strikes or other material labor disputes against any Credit Party are pending or, to any Credit Party's knowledge, threatened; (b) hours worked by and payment made to employees of each Credit Party comply with the Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such matters; (c) all payments due from any Credit Party for employee health and welfare insurance have been paid or accrued as a liability on the books of such Credit Party; (d) except as set forth in Disclosure Schedule (3.7), no Credit Party is a party to or bound by any collective bargaining agreement, management agreement, consulting agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement (and true and complete copies of any agreements described on Disclosure Schedule (3.7) have been delivered to Agent); (e) there is no organizing activity involving any Credit Party pending or, to any Credit Party's knowledge, threatened by any labor union or group of employees; (f) there are no representation proceedings pending or, to any Credit Party's knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of any Credit Party has made a pending demand for recognition; and (g) except as set forth in Disclosure Schedule (3.7), there are no material complaints or charges against any Credit Party pending or, to the knowledge of any Credit Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Credit Party of any individual.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real EstateREAL ESTATE") listed in Disclosure Schedule on DISCLOSURE SCHEDULE (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule DISCLOSURE SCHEDULE (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Agents have been delivered to AgentAgents. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Effective Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes includes all of the real property owned, leased, subleased, or used by any Credit Party. Each As of the Effective Date, each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Effective Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Effective Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no Credit Party has received written notice of any facts, circumstances or conditions known that are likely to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) on any Collateral other than Permitted Encumbrances. Each As of the Effective Date, the Liens granted to Agent pursuant to the Loan Documents are first priority perfected Liens, subject only to Permitted Encumbrances. As of the Effective Date, each Credit Party has to its knowledge received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions reasonably necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of During the Closing period from March 31, 2003 through the Effective Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Effective Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. (a) As of the Closing Date, the real estate (together with any real property acquired by any Borrower or Guarantor after the Closing Date, "Real EstateREAL ESTATE") designated as such and listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used operated by any Credit Party. Each Except as disclosed in Disclosure Schedule (3.6), each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as more particularly described on Disclosure Schedule (3.6)such schedule, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets, including, without limitation, those titled vehicles described in Disclosure Schedule (3.6) (the "TITLED VEHICLES"). As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as described in Disclosure Schedule (3.6), each Credit Party has received all deeds, certificates of title, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assetsassets including, without limitation, the Titled Vehicles. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no No portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule DISCLOSURE SCHEDULE (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule in DISCLOSURE SCHEDULE (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used occupied by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are is subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As (a) Set forth in Disclosure Schedule (3.6-II) is a true and accurate list of the Closing DateReal Property Assets, which list (among other things) specifies (i) the Real Property Assets which are owned in fee by any Credit Party, (ii) the Store Leases and (iii) the Major Space Leases. The real estate (the "Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), ) and copies of all such material leases, other than leases or a summary of terms thereof reasonably satisfactory to Agent for Borrower's retail stores, have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Dateassignor. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none None of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, Encumbrances and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such owned Real Estate, material leased Real Estate (it being understood that no lease with respect to any of the leased Real Estate has been recorded in any real estate filing or recording office) and other properties and assets. Disclosure Schedule (3.6) also describes any material purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing DateExcept as disclosed on Disclosure Schedule (3.6), no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. The Interim Order and the Final Order, will each grant to Agent, for its benefit and the benefit of Lenders, a legal, valid, binding first priority Lien on the applicable Real Estate other than the Kimco Priority Collateral and a legal, valid, binding second priority Lien on the Kimco Priority Collateral.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule DISCLOSURE SCHEDULE (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule in DISCLOSURE SCHEDULE (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions CREDIT AGREEMENT necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable insurable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Administrative Agent have been delivered to Administrative Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on in Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.13 constitutes all of the material real property owned, leased, subleased, leased or used subleased by any Credit PartyParty or any of its Subsidiaries. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and has a valid and marketable leasehold interests interest in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)3.13, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered provided or made available to AgentAgent except, in each case, for such failures as would not reasonably be expected to result in any Material Adverse Effect. Disclosure Schedule (3.6) 3.13 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party also Parties and each of its Subsidiaries has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets except, in each case, for such failures as would not reasonably be expected to result in any Material Adverse Effect. As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances. As of the Closing Date, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.13 also describes any purchase options, rights of first refusal or other similar material contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s or any of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that would reasonably be expected to result in any Material Adverse Effect or that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except for permits which the failure to possess would not reasonably be expected to result in any Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the The real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by Great Lakes or any Credit Partyof its Subsidiaries. Each Credit Party Great Lakes and each of its Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to each Agent have been delivered to each Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which Great Lakes or any Credit Party of its Subsidiaries is a lessor, sublessor or assignor as assignor. Great Lakes and each of the Closing Date. Each Credit Party its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none None of the properties and assets of Great Lakes or any Credit Party of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Great Lakes that may are reasonably likely to result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of Great Lakes or any of its Subsidiaries. Each Credit Party Great Lakes and each of its Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's Great Lakes’ or Subsidiary’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no No portion of Great Lakes’ or any Credit Party's of its Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate"a) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Loan Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also each Restricted Subsidiary has good and marketable title to, in fee simple to or valid leasehold interests in, all Real Estate necessary or used in the ordinary conduct of its business and each Loan Party and each Restricted Subsidiary has good title to, valid leasehold interests in, or valid licenses or service agreements for all personal property material to the ordinary conduct of its business, except in each case as does not have and assetswould not reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and each Restricted Subsidiary is subject to no Liens other than Permitted Encumbrances. (b) Schedule 5.08(b) sets forth the street address, county and state of each site of land that is fee owned by any Loan Party or any Restricted Subsidiary as of the Closing Date. As of the Closing Date, none except as set forth in Schedule 5.08(b), no Responsible Officer of the properties and assets of any Credit a Loan Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party Restricted Subsidiary has received all deedsany written notice of, assignmentsor has any knowledge of, waivers, consents, nondisturbance and attornment any pending or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such contemplated condemnation proceeding affecting any Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes Collateral Property or any purchase options, rights sale or disposition thereof in lieu of first refusal or other similar contractual rights pertaining to any Real Estatecondemnation. As of the Closing Date, no portion to the best of the knowledge of any Credit Party's Responsible Officer, except as set forth on Schedule 5.08(b),no Loan Party or Restricted Subsidiary is obligated under any unrecorded right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any such Real Estate has suffered Collateral Property or any material damage by fire or other casualty loss interest therein that has would not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As constitute a Permitted Encumbrance. (c) Schedule 5.08(c) sets forth, as of the Closing Date, all material permits required each Lease that constitutes a Material Contract, a Ground Lease (pursuant to have been issued the Closing Date Collateral List), or appropriate a Lease of any location where ABL Priority Collateral is located to enable which any Loan Party or any Restricted Subsidiary is a party as tenant or subtenant, together with the Real Estate to be lawfully occupied street address, county and used for all state of the purposes for which it property subject thereto, and the name and contact information of the lessor thereunder. Each of such Leases is currently occupied and used have been lawfully issued and are in full force and effect, the Loan Parties and the Restricted Subsidiaries are not in default (beyond applicable cure periods) of the terms of any such Leases and each of the Loan Parties and the Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. (d) Schedule 7.01 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Restricted Subsidiaries, other than Immaterial Subsidiaries or for those other Subsidiaries that are not Loan Parties as referred to in Schedule 6.21 (other than Liens that constitute Permitted Encumbrances described in clauses (a) through (g) or clauses (j) through (l) or clauses (n) through (s) of the definition thereof) as of the Closing Date showing the lienholder thereof and the property or assets of such Loan Party or such Subsidiary subject thereto. (e) Schedule 7.02 sets forth a true and accurate copy of the investment policy of the Lead Borrower and its Restricted Subsidiaries and a complete and accurate list of all Investments held by any Loan Party or any Restricted Subsidiary of a Loan Party on the Closing Date, other than Investments in Subsidiaries and Cash Equivalents, in each case in excess of $10,000,000. (f) Schedule 7.03 sets forth a complete and accurate list of all Indebtedness of each Loan Party (other than Indebtedness among the Loan Parties and Indebtedness permitted pursuant to clause (b)(ii) of the definition of the term Permitted Indebtedness) or any Restricted Subsidiary of a Loan Party on the Closing Date, in each case in excess of $10,000,000, showing as of the date hereof the amount, obligor or issuer and maturity thereof, provided, that, for Capital Leases, Schedule 7.03 sets forth only the aggregate amount of each type of Capital Lease.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real EstateREAL ESTATE") listed in Disclosure Schedule DISCLOSURE SCHEDULE (3.6) constitutes all of the real property owned, leased, subleased, or in the case of real property which is not public property, used on a regular basis by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule DISCLOSURE SCHEDULE (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule DISCLOSURE SCHEDULE (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assetsassets (other than assets which do not exceed $25,000 in the aggregate). Disclosure Schedule DISCLOSURE SCHEDULE (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 3.6 constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully 22 Senior Credit Agreement (Omni) occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. The current construction and use of the Real Estate does not violate (a) any statutes, laws, regulations, rules, ordinances, permits, requirements or orders or decrees of any kind whatsoever now in effect (including zoning, use or building statutes, laws, ordinances), or (b) any building permits or any conditions, easements, rights-of-way, agreements of record, urban renewal plans, parking agreements, covenants, restrictions of record or any other agreement affecting such Real Estate and each Credit Party further represents that to the best of its knowledge, such Real Estate does not violate any applicable zoning regulations.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.Real

Ownership of Property; Liens. As of the Closing Date, the real estate listed in Disclosure Schedule 3.6 (the "Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used owned by any Credit PartyBorrowers. Each Credit Party Borrower owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all Estate as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 3.6 further describes any Real Estate with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Borrowers do not lease, sublease or use any real property owned by any other Person. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets, which are only located on or in the Real Estate. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) on the Collateral other than Permitted Encumbrances. Each Credit Party Borrower has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, documents and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit PartyBorrower's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) 3.6 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes lists all of the real property owned, leased, subleased, or used by any Credit PartyParty (the "Real Estate") and discloses which Credit Party is the owner or lessee of such Real Estate. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered made available to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Sotheby Entity are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Sotheby Entity that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate (together with any real estate acquired by any Credit Party after the Closing Date, "Real Estate") listed in Disclosure Schedule 5.12, as such Schedule may be updated from time to time upon thirty (3.630) days' prior written notice to Agent, constitutes all of the real property owned, leased, subleased, or used by any Credit PartyParty or any of its Subsidiaries. Each of the Credit Party owns Parties and each of its Subsidiaries owns, subject to Permitted Encumbrances, good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which any Credit Party or any of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, each of the Credit Party Parties and each of its Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets, including, without limitation, those titled vehicles described in Schedule 5.12 (the "Titled Vehicles"). As of the Closing Date, none of the properties and assets of any Credit Party or any of its Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of any Credit Party or any of its Subsidiaries. Each of the Credit Party Parties and each of its Subsidiaries has received all deeds, certificates of title, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's or Subsidiary's right, title and interest in and to all such Real Estate and other properties and assets, including, without limitation, the Titled Vehicles. Disclosure Schedule (3.6) 5.12 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateEstate as of the Closing Date. As of the Closing Date, no portion of any Credit Party's or any of its Subsidiaries' Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real ---------------------------- estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of ----------- ------------------------- the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, subject to Permitted Encumbrances, and valid and marketable leasehold interests in all of its leased Real Estate, subject to Permitted Encumbrances, all as described on Disclosure Schedule (3.6), and copies of all such leases or ------------------------- a summary of terms thereof reasonably satisfactory to Agent have been delivered or made available to Agent. Disclosure Schedule (3.6) further describes any ------------------------- Real Estate with respect to which any Credit Party is a lessor, lessor or sublessor or assignor of a leasehold estate as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets (excluding Intellectual Property). As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as set forth in Disclosure Schedule (3.6), each Credit ------------------------- Party has good and marketable title to all of its Vehicles, free and clear of any Liens. Except as set forth in Disclosure Schedule (3.6), none of such ------------------------- Vehicles is subject to any lease or other similar arrangement. As of the Closing Date Disclosure Schedule (3.6) contains a true, complete and accurate ------------------------- listing of all vehicle titles (with specificity, including vehicle identification numbers) for each and every Vehicle owned by any Credit Party as of June 30, 2000. Within twenty (20) days following the Closing Date, Borrower Representative shall deliver to Agent a revised Disclosure Schedule (3.6) ------------------------- setting forth a true, complete and accurate listing of all vehicle titles (with specificity, including vehicle identification numbers) for each and every Vehicle owned by any Credit Party as of the Closing Date. Except as set forth in Disclosure Schedule (3.6), each Credit Party has received all deeds, ------------------------- assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate Estate, Vehicles and other properties and assets. Disclosure Schedule (3.6) ------------------------- also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate or Vehicles has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition as of the date of fire or casualty loss or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real ----------------------------- estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Effective Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes includes all of the real property owned, leased, subleased, or used by any Credit Party. Each As of the Effective Date, each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Effective Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Effective Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no Credit Party has received written notice of any facts, circumstances or conditions known that are likely to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) on any Collateral other than Permitted Encumbrances. Each As of the Effective Date, the Liens granted to Agent pursuant to the Loan Documents are first priority perfected Liens, subject only to Permitted Encumbrances. As of the Effective Date, each Credit Party has to its knowledge received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions reasonably necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of Between April 2, 2005 and the Closing Effective Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Effective Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesEncumbrances and Liens in favor of the Prior Lenders which will be discharged and released on the Closing Date, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each As of the Closing Date, and except as described on Disclosure Schedule (3.6), each Credit Party owns good and marketable fee simple title to all of its material owned Real Estate, and valid and marketable leasehold interests in all of its material leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes lists any material lease with respect to the Real Estate with respect pursuant to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each As of the Closing Date, except as set forth on Disclosure Schedule (3.6) and subject to specific representations and warranties with respect to the Collateral contained herein and in the other Loan Documents, each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property and assets, as reflected in the Financial Statements, and, in each case, except for assets disposed of since the date of such Financial Statements in accordance with the terms hereof. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens Liens, other than Permitted Encumbrances, and there are no Credit Party has received written notice of any facts, circumstances or conditions known that are likely to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) on any Collateral, other than Permitted Encumbrances. Each As of the Closing Date, each Credit Party has has, to its knowledge, received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any material purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of Between December 31, 2005 and the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than (i) Permitted Encumbrances, (ii) the Liens securing the First Lien Loan and (iii) subject to the Subordination Agreements, the Liens securing the Subordinated Debt, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than (i) Permitted Encumbrances, (ii) the Liens securing the First Lien Loan and (iii) subject to the Subordination Agreements, the Liens securing the Subordinated Debt. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") Property Assets listed in Disclosure Schedule (3.6) constitutes constitute all of the real property owned, licensed, leased, subleased, subleased or used by any Credit PartyBorrower. Each Credit Party Borrower owns good and marketable fee simple title to all of its owned Real EstateProperty Assets, and valid and marketable leasehold interests in all of its leased Real EstateProperty Assets, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to or made available to Agent. Disclosure Schedule (3.6) further describes any Real Estate Property Assets with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower are subject to any Liens other than the Permitted Encumbrances, including, but not limited to the Senior Facility Liens, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than the Permitted Encumbrances. Each Credit Party Borrower has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit PartyBorrower's right, title and interest in and to all such Real Estate Property Assets and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real EstateProperty Assets. As of the Closing Date, no portion of any Credit PartyBorrower's Real Estate Property Assets has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate Property Assets to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. Borrower hereby represents and warrants the following: the Silverdale Ground Lease is currently in full force and effect and unmodified and a true and complete copy of the same has been delivered to Agent by Borrower, Borrower has neither received nor delivered any notice of default and, to the best of Borrower's knowledge, there is no existing default under the Silverdale Ground Lease by reason of an act or omission of the lessor or Borrower and no event has occurred which, to the best knowledge of Borrower, with the lapse of time or the giving of notice or both would authorize the lessor or Borrower to terminate the Silverdale Ground Lease, all rentals, if any, accrued to date and payable have been paid and Borrower has received no notice that any rental payments due under the Silverdale Ground Lease are delinquent and, to the best of Borrower's knowledge, neither Borrower nor the lessor has any present charge, lien or claim of offset against any sum due under the terms of the Silverdale Ground Lease, Borrower has not agreed to any modification with respect to the Silverdale REA, the SLO REA and the ▇▇▇▇▇▇▇ ▇▇▇ (each a "Select Real Property REA," collectively, the "Select Real Property REAs"), and, to the best knowledge of Borrower, the Select Real Property REAs are currently in full force and effect and unmodified, Borrower has neither received nor delivered any notice of a material default under a Select Real Property REA and, to the best of Borrower's knowledge, there is no existing material default under any Select Real Property REA by reason of an act or omission of any party to the Select Real Property REA, including Borrower, to the best knowledge of Borrower, no party has any current termination right under any Select Real Property REA, Borrower has received no notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Select Real Property Asset or Category A Property or any sale or disposition thereof in lieu of condemnation, Borrower has received no notice of, nor has any knowledge of, any pending or contemplated zoning changes, "floor area ratio" changes, variances or special zoning exceptions, affecting or which might affect any Select Real Property Asset or Category A Property, Borrower has not transferred any development rights applicable to any Select Real Property Asset or Category A Property, or Borrower has received no notice that the current use and occupancy of any Select Real Property Asset or Category A Property or the operation of the business as currently conducted thereon violates any of the Permitted Encumbrances affecting such Select Real Property Asset or Category A Property and to the best of Borrower's knowledge there is no basis for the issuance of any such notice or the taking of any action for such violation.

Ownership of Property; Liens. As of the Closing Effective Date, the real ---------------------------- estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of ----------- ------------------------- the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable fee simple title (subject to various matters of record) to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms ------------------------- thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule ------------------- (3.6) further describes any Real Estate with respect to which any Credit Party ----- is a lessor, sublessor or assignor as of the Closing Effective Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets, excluding all Receivables Program Assets sold, contributed or otherwise disposed of under the Receivables Documents, and subject, in the case of Callaway Golf Ball Company, to the interests of the lessor under the CEF Lease Facility. As of the Closing Effective Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted EncumbrancesEncumbrances and Liens arising under the Receivables Documents or under the CEF Lease Facility, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances and Liens arising under the Receivables Documents or under the CEF Lease Facility. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non- disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first ------------------------- refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Effective Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remediedremedied and no Credit Party is aware of any latent or patent structural or other significant defect or deficiency in any improvements on any of the Real Estate. As of the Closing Effective Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Disclosure Schedule (3.6) identifies the name of each Park as of the Closing Date and the location of each such water park, and Disclosure Schedule (5.10) identifies all of the Tier 1 Parks that as of the Closing Date generate at least 71% of EBITDA of Borrowers and their Subsidiaries calculated on a trailing twelve month consolidated basis as of the fiscal year ended December 31, 2005. Each Credit Party owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets (except for Permitted Encumbrances). The Liens granted to Agent, on behalf of itself and Lenders, pursuant to the Collateral Documents will at all times be fully perfected first priority Liens in and to the Collateral described therein, subject, as to priority, only to Permitted Encumbrances. As of the Closing Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents (including landlords’ consents), nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate Collateral, subject as to priority, only to Permitted Encumbrances, and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining subject further to any Real Estateexceptions to the maintenance, protection or preservation of assets and properties expressly granted under Section 5.1. As of the Closing Date, no portion of any Credit Party's ’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Effective Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable insurable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Administrative Agent have been delivered to Administrative Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Effective Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Effective Date, none of the properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Effective Date, no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Effective Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit Party. Each Credit Party owns good and marketable (and in the case of Real Estate located outside the Province of Quebec) fee simple title to all of its owned Real EstateEstate and good and marketable title to the Vessels, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its other personal property and assets. As of the Second Amendment Closing Date, none of the Vessels, properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect protect, perfect and perfect publish such Credit Party's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no Vessel and no portion of any Credit Party's Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Second Amendment Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. (a) As of the Closing Date, the real estate ("together with any real property acquired by any Borrower or Guarantor after the Closing Date, “Real Estate"”) designated as such and listed in Disclosure Schedule (3.6) constitutes all of the material real property owned, leased, subleased, or used operated by any Credit Party. Each Except as disclosed in Disclosure Schedule (3.6), each Credit Party owns good and marketable fee simple title to all of its such owned Real Estate, and valid and marketable leasehold interests in all of its such leased Real Estate, all as more particularly described on Disclosure Schedule (3.6)such schedule, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any material Real Estate with respect to which any Credit Party is a lessor, sublessor or assignor as of the Closing Date. Each Except with respect to the fact that the LKE Joint Accounts are jointly owned by the Borrowers and the LKE Qualified Intermediary pursuant to the terms and conditions of the LKE Master Exchange Agreement, each Credit Party also has good and marketable title to, or valid leasehold interests in, all of its material personal property properties and assetsassets that are necessary in connection with the operation of such Credit Party’s business, including, without limitation, those Titled Vehicles described in Disclosure Schedule (3.6). As of the Closing Date, none of the such material properties and assets of any Credit Party are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party that may reasonably be expected to result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Except as described in Disclosure Schedule (3.6), each Credit Party has received all deeds, certificates of title, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's ’s right, title and interest in and to all such Real Estate and other properties and assetsassets including, without limitation, the Titled Vehicles. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any such Real Estate. As of the Closing Date, no No portion of any Credit Party's ’s material Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all All material permits required to have been issued or appropriate to enable the such Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in on Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyBorrower. Each Credit Party Borrower owns good and marketable fee simple title to all of its owned Real Estatereal estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower also has good and marketable title to, or valid leasehold interests in, all of its personal property properties and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party Borrower has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment recognition or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit PartyBorrower's right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit PartyBorrower's Real Estate has suffered any material damage by fire or other casualty loss that which has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is they are currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Restatement Effective Date, the real estate ("“Real Estate"”) listed in Disclosure Schedule (3.6) 5.12 constitutes all of the real property owned, leased, subleased, or used by Borrower or any Credit Partyof its Domestic Subsidiaries. Each Credit Party of Borrower and each of its Domestic Subsidiaries owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its material leased Real Estate, all as described on Disclosure Schedule (3.6)5.12, and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent have been delivered to Agent. Disclosure Schedule (3.6) 5.12 further describes any Real Estate with respect to which Borrower or any Credit Party of its Domestic Subsidiaries is a lessor, sublessor or assignor as of the Closing Restatement Effective Date. Each Credit Party Borrower and each of its Domestic Subsidiaries also has good and marketable title to, or valid leasehold interests in, all of its personal property and assetsassets that are material to its business. As of the Closing Restatement Effective Date, none of the properties and assets of Borrower or any Credit Party of its Domestic Subsidiaries are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances against the properties or assets of Borrower or any of its Domestic Subsidiaries. Each Credit Party Borrower and each of its Domestic Subsidiaries has received all deeds, assignments, waivers, consents, nondisturbance non-disturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's Person’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Restatement Effective Date, no portion of Borrower’s or any Credit Party's of its Domestic Subsidiaries’ Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

Ownership of Property; Liens. As of the Closing Date, the real estate ("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real property owned, leased, subleased, or used by any Credit PartyBorrower (“Real Estate”). Each Credit Party Borrower owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate, all as described on Disclosure Schedule (3.6), and copies of all such leases or a summary of terms thereof reasonably satisfactory to Agent Lender have been delivered to AgentLender. Disclosure Schedule (3.6) further describes any Real Estate with respect to which any Credit Party Borrower is a lessor, sublessor or assignor as of the Closing Date. Each Credit Party Borrower also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. As of the Closing Date, none of the properties and assets of any Credit Party Borrower are subject to any Liens other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Credit Party Borrower that may result in any Liens (including Liens arising under Environmental Laws) other than Permitted Encumbrances. Each Credit Party Borrower has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Credit Party's Borrower’s right, title and interest in and to all such Real Estate and other properties and assets. Disclosure Schedule (3.6) also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. As of the Closing Date, no portion of any Credit Party's Borrower’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. As To the best of Borrower’s knowledge, as of the Closing Date, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.