Title to Assets; No Encumbrances. Parent, each of the Loan Parties and each of their respective Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # good and marketable title to (in the case of all other personal property), all of their respective assets (except for assets with a fair market value and net book value of not more than $500,000 in the aggregate) reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby and except as could not reasonably be expected to have a Material Adverse Effect. All of such assets are free and clear of Liens except for Permitted Liens.

Title to Assets; No Encumbrances. Each of the Loan Parties has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

Title to Assets; No Encumbrances. Parent and each of its Restricted Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # in the case of personal property, has good and marketable title to, or a valid leasehold interest in, all of their respective assets which are material to the conduct of such Person’s business, except # for assets disposed of since the date of such financial statements to the extent permitted hereby, # [reserved], and # minor defects in title that do not interfere with such Person’s ability to conduct its business or to utilize such properties for their intended purposes. All of such assets are free and clear of Liens except for Permitted Liens.