Titles to Properties. Each Borrower has good and marketable title to the property (including all of the Collateral) it purports to own, free from Liens except for Permitted Liens.

TitlesSection # Title to Properties. EachProperties, 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 property (including allconduct of the Collateral) it purports to own,its respective business free fromand clear of Liens except forother than Permitted Liens.

TitlesTitle to Properties.Properties; Priority of Liens. Each Borrower has (i) (a) good and marketable title to the property (including(or valid leasehold interests in) all of its Real Estate and # good title to all of its Property (other than Collateral), except, in each case, where the Collateral) it purportsfailure to own,do so could not reasonably be expected to have a Material Adverse Effect; and # good title to all of its Collateral, including all Collateral reflected in any financial statements delivered to Agent or Lenders, in each case, i.e., # - (ii), free fromof Liens except for Permitted Liens. Each Borrower has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Collateral, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

Titles to Properties. Each Borrower has good and marketable title to the property (includingCollateral, free of Liens except Permitted Liens. All inventory is in all material respects of the Collateral) it purports to own,good and marketable quality, free from Liens except for Permitted Liens. material defects.