Each Covered Party directly owns, of record and beneficially, the Covered Assets listed to be owned by it, as applicable, as set forth on the Collateral and Covered Asset List, free and clear of any and all Liens or claims of others, other than Liens permitted under the Credit Agreement.  Other than Excluded Assets, no Covered Party owns any assets other than the Covered Assets listed to be owned by it, as applicable, as set forth on the Collateral Covered Asset List.  No security agreement, financing statement or other public notice with respect to all or any part of the Covered Assets, Collateral or in respect of any Covered Party is on file or of record in any public office, and no Lien on or security interest in the Covered Assets has been registered in the registration book or books maintained by a Covered Party in which any ownership interests are recorded, in each case, except as permitted by Section 5.15 of the Credit Agreement.