Each of Borrower and Guarantor has legal title to or valid leasehold interests in, as applicable, all of their respective properties and assets reflected in the most recent financial statements delivered by Borrower and Guarantor to Administrative Agent, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business. All such properties and assets are free and clear of Liens except with respect to any Debt indicated on such financial statements. As of the Closing Date, Borrower owns the Premises free and clear of any and all Liens, except for Permitted Encumbrances.