Section # Title to Properties, etc. The Borrower and each of its Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens.

Section # Title to Properties, etc. TheProperties. (a) Each of the Borrower and each of its Restricted Subsidiaries has good title to, or valid leasehold interests in or rights to use, all its real and marketable title,tangible personal property material to its business, except for minor defects in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property,that do not interfere with its ability to allconduct its business as currently conducted or to utilize such properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens.for their intended purposes.

Properties. Borrower and each of its Subsidiaries hashave good and marketable title,title to, or a validly subsisting leasehold interest in, all material properties owned or leased by it and used in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all properties and assets necessary to the conductordinary course of its respective business freebusiness, except for Permitted Liens and clear of Liens other than Permitted Liens.such defects in title as could not reasonably be expected to have a Material Adverse Effect.

Section # Title to Properties, etc.Properties. The Borrower and each of its SubsidiariesMaterial Subsidiary has good and marketable title,title in fee simple (or its equivalent under applicable law) to, or leasehold interest in, all the real property and has good title to all the other property it purports to own or lease, including that reflected in the casebalance sheet referred to in [Section 5.4] (as supplanted by the most recent balance sheet delivered pursuant to [[Section 6.1(a) or (b)])]] hereof) except as sold or otherwise disposed of Real Property, and good title (or valid Leaseholds, in the caseordinary course of any leased property),business and except for Liens disclosed in the case of all other property, to all properties and assets necessarynotes to the conduct of its respective business free and clear of Liens other than Permitted Liens.financial statements referred to in [Section 5.4] (as supplanted by the most recent financial statements delivered pursuant to [[Section 6.1(a) or (b)])]] hereof) or, in each case, otherwise permitted by this Agreement.

Each of the Borrower and each of its Subsidiaries has good and marketable title,title in the case of Real Property, and good title (orfee simple to, or valid Leaseholds, in the case of any leased property), in the case ofleasehold interests in, all other property, to all properties and assets necessaryreal property material to the conduct of its respectivebusiness, except for such minor defects in title that do not interfere with its ability to conduct its business freeas currently conducted or to utilize such properties for their intended purposes and clear of Liens other thanexcept for Permitted Liens.

Each of the Borrowers and each of itstheir Subsidiaries has good record and marketable title,title in fee simple to, or valid leasehold interests in, all real property necessary or used in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all properties and assets necessary to theordinary conduct of its respective business freebusiness, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrowers and clear of Lienstheir Subsidiaries is subject to no Liens, other than Permitted Liens.Liens not prohibited by [Section 7.01].

Title to Properties, etc. TheGenerally. Each of the Borrower and each of its Subsidiaries has good title to, or valid leasehold interests in, all its real and marketable title,personal property material to its business, except for minor defects in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property,that do not interfere with its ability to allconduct its business as currently conducted or to utilize such properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens.for their intended purposes.

SECTION # Title to Properties, etc.Properties. The Borrower and each of its SubsidiariesRestricted Subsidiary has good title to, or valid leasehold or other limited property interests in, all its property, except for Liens not prohibited by [Section 6.01] and marketable title,except where the failure to have such title or leasehold or other interest, individually or in the case of Real Property, and good title (or valid Leaseholds,aggregate, would not reasonably be expected to result in the case of any leased property), in the case of all other property, to all properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens.a Material Adverse Effect.

Each of the Borrower and each of itsthe Principal Subsidiaries has good and marketable title,title to, or valid leasehold interests in, or other rights to use or occupy, all its properties and assets, except for minor defects in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property,that do not interfere with its ability to allconduct its business as currently conducted or to utilize such properties and assets necessaryfor their intended purposes and except as would not reasonably be expected to the conduct of its respective businesshave a Material Adverse Effect. All such material properties and assets are free and clear of Liens securing Indebtedness, other than Permitted Liens.Liens expressly permitted by [Section 6.01].

To the best of the Borrower’s knowledge, each of the Borrower and each of itsthe Principal Subsidiaries has good and marketable title,title to, or valid leasehold interests in, or other rights to use or occupy, all its material properties and assets, except for minor defects in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property,that do not interfere with its ability to allconduct its business as currently conducted or to utilize such properties and assets necessary to the conduct of its respective businessfor their intended purposes. All such material properties and assets are free and clear of LiensLiens, other than Permitted Liens.Liens expressly permitted by [Section 7.1].