Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

The Seller has good and marketable title to the Seller’s Assets, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.

Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries has # good and marketable fee title to all of its owned Real Property Assets and # good and valid title to the leasehold estates in all of the leased Real Property Assets, in each case free and clear of all Liens except Permitted Liens.

Title to Assets. The ​ and each Subsidiary has good and marketable title to each of its assets free of security interests, mortgages or other liens or encumbrances, except as set forth on the Schedule titled “Permitted Liens” or pursuant to the ​’s prior written consent.

Each Credit Party and its Subsidiaries is the owner of, and has good and marketable title to, all of its respective assets, and none of such assets is subject to any Lien other than Permitted Liens.

The Borrower owns and has good and marketable title to the Collateral, including the Receivables and the 2023-1B SUBI Certificate, free and clear of any Lien, claim, or encumbrance of any Person (other than Permitted Liens).

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

Clear Title to Assets. Sellers have good and marketable title to the Assets sold under this Agreement. Other than in the ordinary course of business consistent with past practice, Sellers have not, since the date of theirs most recent Financial Statement, sold, assigned, transferred or otherwise disposed of any assets or properties used in its business in anticipation of the transactions contemplated by this Agreement.

Assets. Except as set forth in the BUTTE Disclosure Schedule, BUTTE has no material assets. BUTTE has good and marketable title to all of the assets and properties listed on the Butte Disclosure Schedule and as reflected on the balance sheet included in the BUTTE Financial Statements (as hereinafter defined).

It has good and marketable title to all its properties and assets reflected on the financial statements except for properties and assets disposed of since the date thereof as no longer used or useful in the conduct of its business or disposed of in the ordinary course of its business.