Title to Properties. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets which are material to the business of the Company reflected as owned in the financial statements referred to in Section 2(a)(xii) above or elsewhere in the Registration Statement or the Prospectus, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except those that # do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or # would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or of its subsidiary are held under valid and enforceable leases, with such exceptions as # are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary or # would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.

. Each property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria”.

Each of the Borrower and its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property material to the conduct of its business, except for such minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except for Permitted Liens.

Intellectual Properties Assignment. With respect to the Intellectual Property an Intellectual Property Assignment Agreement substantially in the form of [Exhibit G] hereto (the “Intellectual Property Assignment Agreement”) duly executed by Seller and Buyer, effecting the assignment to and assumption by Buyer of the Intellectual Property;

Ownership of Properties. ​ and its Subsidiaries have good title, free of all Liens other than those permitted by Section 7.3(F), to all of the assets reflected in ​’s most recent consolidated financial statements provided to the Administrative Agent as owned by ​ and the Subsidiaries, except assets sold or otherwise transferred as permitted under Section 7.3(C).

In the event any part of the Connecticut Property or the New York Self Storage Property shall be damaged by fire or other casualty (a "Casualty Event") prior to the Closing Date, Seller shall notify Purchaser thereof, which notice shall include a description of the damage and all pertinent insurance information, and Seller shall cause the applicable Operating Company to promptly undertake and diligently prosecute the repair and restoration of the affected Property to substantially the same condition that existed immediately prior to the Casualty Event. In the event of any such damage to the Connecticut Property or the New York Self Storage Property, this Agreement shall not be terminated, nor shall the Closing be delayed, but, if the repair and restoration of the Connecticut Property or the New York Self Storage Property is not completed on or before the Closing Date, then the following terms and conditions shall apply:

all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or

SECTION # Title to Properties. The ​ has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which the ​ has leasehold interests, are free and clear of all Liens and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of the ​ to conduct business as currently conducted. The ​ has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. The ​ enjoys peaceful and undisturbed possession under all such material leases.

Aircraft Maintenance. AEP shall, at its own expense, cause the Aircraft to be inspected, maintained, serviced, repaired, overhauled, and tested in accordance with FAR Part 91 so that the Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such delay or postponement is consistent with the sound discretion of the pilot-in-command. In the event that any maintenance is required that will interfere with User's requested or scheduled flights, AEP or AEP's pilot-in-command, shall notify User of the maintenance required, the effect on the ability to comply with User's requested or scheduled flights and the manner and time and date in which the parties may later conduct such flight(s), if at all.

operate its Borrowing Base Properties and other material Properties related thereto in accordance with the customary practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all applicable Requirements of Law, including applicable proration requirements and Environmental Laws, from time to time constituted to regulate the development and operation of such Borrowing Base Properties and the production and Disposition of Hydrocarbons and other minerals therefrom; # maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its Borrowing Base Properties and other Properties material to the conduct of its business, including all equipment, machinery and facilities, unless the Borrower determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to the business of the Loan Parties or such Property is sold, assigned or transferred in a transaction permitted by [Section 6.08]; # promptly pay and discharge all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Borrowing Base Properties and will do all other things necessary, in accordance with industry standards, to keep unimpaired its rights with respect thereto and prevent any forfeiture thereof or default thereunder;