The underlying assets of each member of the Consolidated Group do not constitute Plan Assets and no Loan Party will be using Plan Assets of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

Sellers have good and marketable title to, a valid leasehold interest in or all rights to use, all Acquired Assets, subject only to any Permitted Liens and DIP Liens and the pre-petition credit agreements, which such DIP Liens shall be released under the Sale Order.

Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by [Sections 6.3 or 6.9]9], Parent shall not, nor shall it permit any Restricted Subsidiary to, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its or their assets.

Title to Assets. Each of SRSG and Merger Sub has good and marketable title to all of its Assets and Properties or interests in Assets and Properties reflected in the SRSG Financial Statements or acquired after the date of the SRSG Financial Statements, except for any liens for current Taxes not yet due and payable and except for liens, encumbrances, security interests and imperfections of title disclosed in [Section 3.21 of Schedule A], which liens, encumbrances, security interests and imperfections of title do not and will not # materially detract from or interfere with the use of the Assets and Properties subject thereto or affected thereby, or # otherwise materially impair business operations involving such Assets and Properties.

Disposal of Assets. Convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any Loan Party’s assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except for Permitted Dispositions or transactions expressly permitted by Sections 6.3, 6.9 or 6.11.

Sale of Assets. The Company will not, nor will it permit any Subsidiary to, consummate any Asset Sale after the Closing Date other than an Asset Sale which # is not for less than fair market value (as determined in good faith by the management or board of directors of the Company or such Subsidiary, as applicable), # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the then current fiscal year, do not exceed fifteen percent (15%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date and # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the period from the Closing Date to the date of such proposed transaction, do not exceed twenty-five percent (25%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date. Notwithstanding the foregoing, the proceeds of any such Asset Sales by the Company or any Domestic Subsidiary Guarantor during the period from the Closing Date to the date of such proposed transaction, to the extent permitted in the foregoing sentence, shall not exceed seven and a half percent (7.5%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date.

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for # Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and # Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

Non-Transferable Assets. Except as set forth above with respect to Restricted Material Contracts, from and after the Closing, with respect to each Purchased Asset which is not assignable or transferable to the Purchaser at the Closing (each a “Non-Transferable Asset”), until the earlier to occur of # such time as such Non-Transferable Asset shall be properly and lawfully transferred or assigned to the Purchaser, # such time as the material benefits intended to be transferred or assigned to the Purchaser have been procured by alternative means and # the date that is ​ following the Closing, # the Non-Transferable Assets shall be held by the Seller exclusively for the benefit of the Purchaser and # the Seller and the Purchaser shall cooperate in any good faith, ​ arrangement designed to provide or cause to be provided to the Purchaser the material benefits intended to be transferred or assigned to the Purchaser under each of the Non-Transferable Assets and to cause the Purchaser to bear the burdens of the Non-Transferable Assets (and if such arrangements are made, the Purchaser shall indemnify the Seller and the Seller Affiliates for any Liabilities associated with each of the Non-Transferable Assets), in furtherance thereof, to the extent permitted under the terms of each such Non-Transferable Asset and under applicable Law.

Transferred DB Assets. The Employer may transfer an amount to this Plan from the Employer's terminated defined benefit plan in accordance with Code §4980(d)(2)(B). The amounts transferred into this Plan shall be held in a "transferred assets suspension account." Amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated in the same manner and to the same Participants that Employer Nonelective Contributions are allocated, as described in Section 4.3. If the Plan does not provide for Nonelective Contributions, then the amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated to each Participant eligible to share in al locations in the same ratio as such Participant's Compensation bears to the total Compensation of all Participants eligible to share in allocations.

Closing Date Assets. Seller warrants that at Closing the Company will has no assets of any kind.