Title. The Company and each Subsidiary has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and any Subsidiary, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty owned by them and good and marketable title in all personal property which areowned by them that is material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects that(“Liens”) and, except for Liens as do not, singularly or in the aggregate,not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. 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 which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.its Subsidiaries.

Title. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which areowned by them that is material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects thatexcept such as are described in [Schedule 3(l)] or such as do not, singularly or in the aggregate,not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any Subsidiary; and all of the leases and subleases materialits Subsidiaries, to the businessCompany’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.its Subsidiaries.

Title. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which areowned by them that is material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects thatexcept such as are described in [Schedule 3]( l ) or such as do not, singularly or in the aggregate,not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect . Any real property and facilities held under lease by the Company and any Subsidiary; and all of the leases and subleases materialits Subsidiaries , to the businessCompany’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.its Subsidiaries.

Title.Title to Property. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty and good and marketable title to all personal property owned by them which areis material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects that do not, singularlyexcept such as are described in [Schedule 3(t)] or in the aggregate, materially affect the value of such as would not have a Material Adverse Effect. Any real property and do not interfere with the use made and proposed to be made of such propertyfacilities held under lease by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties,its Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been assertedheld by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.them

Title.Title to Property. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty and good and marketable title to all personal property owned by them which areis material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects that do not, singularlyexcept such as are described in [Schedule 3(u)], if attached hereto, or in the aggregate, materially affect the value of such as would not have a Material Adverse Effect. Any real property and do not interfere with the use made and proposed to be made of such propertyfacilities held under lease by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties,its Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been assertedheld by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title.Title to Property. The Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty and good and marketable title to all personal property owned by them which areis material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects that do not, singularlyexcept such as are described in [Schedule 3(t)] or in the aggregate, materially affect the value of such as would not have a Material Adverse Effect. Any real property and do not interfere with the use made and proposed to be made of such propertyfacilities held under lease by the Company or any Subsidiary; and all of theits Subsidiaries are held by them under valid, subsisting and enforceable leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under anywith such lease or sublease.exceptions as would not have a Material Adverse Effect.

Title. TheEach of the Company and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have valid rights to lease or otherwise use, all items of real or personala Material Adverse Effect. The property which are material to the business of the Company and any Subsidiary, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposedits Subsidiaries is subject to be made of such propertyno Liens, other than Liens permitted by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.Section 7.01.

Title. TheTitle to Property. Except as disclosed in the SEC Documents the Company and each Subsidiary hasits Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty and good and marketable title to all personal property owned by them which areis material to the business of the Company and any Subsidiary,its Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claimsencumbrances and defects that do not, singularly or in the aggregate, materially affect the value of such as would not have a Material Adverse Effect. Any real property and do not interfere with the use made and proposed to be made of such propertyfacilities held under lease by the Company or any Subsidiary; and all of theits Subsidiaries are held by them under valid, subsisting and enforceable leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under anywith such lease or sublease.exceptions as would not have a Material Adverse Effect.

Title.Title to Assets. The Company and each Subsidiary hasthe Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real orproperty owned by them and good and marketable title in all personal property which areowned by them that is material to the business of the Company and any Subsidiary,the Subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects thatLiens, except for # Liens as do not, singularly or in the aggregate,not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and # Liens for the payment of federal, state or any Subsidiary;other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and allthe payment of the leaseswhich is neither delinquent nor subject to penalties. Any real property and subleases material to the business offacilities held under lease by the Company or any Subsidiary, and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company or any Subsidiary holds properties,and the Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.compliance.