Common use of Fixtures and Equipment Clause in Contracts

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as set forth on Schedule 3(aa), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Notes).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as set forth on Schedule 3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Notes).

Fixtures and Equipment. Each Except as set forth on Schedule 3(w)(ii)(1), each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each Except as set forth on Schedule 3(w)(ii)(2), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (ia) Liens liens for current taxes not yet due and payable, and (iib) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each Except as set forth on Schedule 3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Convertible Notes).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and the Closing Date. Each Except as set forth on Schedule 3(aa), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Exchange Notes).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as disclosed in the SEC Documents, each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.thereto and (iii) other Permitted Liens (as defined below). (y)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and the Closing Date. Each Except as set forth on Schedule 3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (iidue,(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Exchange Notes).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as set forth on Schedule 3(aa), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payablepayable or being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Notes).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each Except as disclosed on Schedule 3(w)(ii), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (ia) Liens with respect to First Lien Indebtedness, (b) Liens for current taxes not yet due and payable, and (iic) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as set forth on Schedule 3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by appurtenances, the use of which is material to the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of Except as would not reasonably be expected to result in a Material Adverse Effect, the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Initial Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (ia) Liens liens for current taxes not yet due and payable, and (iib) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each Except as set forth on Schedule 3(w)(ii), each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each Except as set forth on Schedule 3(w)(ii), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (ia) Liens liens for current taxes not yet due and payable, and (iib) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each Except as set forth on Schedule 3(w)(i), each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Initial Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (ia) Liens liens for current taxes not yet due and payable, and (iib) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and each Closing Date. Each Except as disclosed in the SEC Documents, each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payabledue, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined below).

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each Except as set forth on Schedule 3(ii), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (ii) zoning laws and other land use restrictions Liens that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the each Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, all material the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or and its Subsidiary in connection with the Subsidiaries to conduct of its business their respective businesses (the “Fixtures and Equipment”). Each of the Company’s and its Subsidiary’s The Fixtures and Equipment are structurally sound, are in good operating condition and repairrepair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closingdate hereof and the Closing Date with respect to which this representation is being made. Each Except as set forth on Schedule 3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due and payable, and (iidue,(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject theretothereto and (iii) other Permitted Liens (as defined in the Senior Convertible Notes).