Properties. Each Loan Party has good and marketable title to all real property and good and marketable title to all other tangible properties and assets owned by it, in each case free and clear of all Liens, charges, claims, encumbrances or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affect the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would not reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

Properties.. Each Loan Party and each of its Subsidiaries has good record and marketable title toin fee simple to, or valid leasehold interests in, all real property and good and marketablenecessary or used in the ordinary conduct of its business, except for such defects in title to all other tangible properties and assets owned by it,as could not, individually or in each case free and clear of all Liens, charges, claims, encumbrances or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affect the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would notaggregate, reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

Properties.. Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title toin fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property and good and marketable title to all other tangible properties and assets owned by it,Real Property necessary in each casethe ordinary conduct of its business, free and clear of all Liens, charges, claims, encumbrances or restrictions,Liens except such as # otherwise permitted under this Agreement or #for minor defects in title that do not materially affect the value of such properties, taken as a whole, and do not interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the use made and proposedfailure to be made ofhave such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdingstitle or such Loan Party, as applicable, or as wouldother interest could not reasonably be expected to havehave, individually or in the aggregate, a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

Properties. Each Loan Party has good and marketable title to all real property and good and marketable title to all other tangible properties and assets owned by it, in each case free and clear of all Liens, charges, claims, encumbrances or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affect the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere withits Subsidiaries has good title to, or valid leasehold interests in, or rights to use, all its real and personal property, subject to Permitted Liens and except for defects in title, interests or rights that, individually or in the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as wouldaggregate, could not reasonably be expected to haveresult in a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

Properties. Each Loan Party and each of its Subsidiaries has good record and marketable title toin fee simple to, or valid leasehold interests in, all real property and good and marketablenecessary or used in the ordinary conduct of its business, except for such defects in title to all other tangible properties and assets owned by it,as could not, individually or in each case free and clear of all Liens, charges, claims, encumbrances or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affect the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would notaggregate, reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

Properties. Each(a) Except as would not have a Material Adverse Effect, each Loan Party hasand each Restricted Subsidiary have good record, valid and marketable title in fee simple to, or valid leasehold interests in (to the extent such ownership or leasing concepts are applicable to such property in the jurisdiction in which it resides), all real property and good and marketable title to all other tangible properties and assets owned by it,Material Real Property necessary in each casethe ordinary conduct of its business, free and clear of all Liens, charges, claims, encumbrancesLiens except for Permitted Liens and defects in title as could not, individually or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affectin the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would notaggregate, reasonably be expected to have a Material Adverse Effect. HoldingsThe property of each Loan Party and each of its Subsidiaries own or leaseRestricted Subsidiaries, taken as a whole, # is in good operating order, condition and repair (ordinary wear and tear excepted) and # constitutes all such propertiesthe property which is necessary for the business and operations of the Loan Parties as are necessarypresently conducted except to its operations as now conducted.the extent that any failure would not reasonably be expected to result in a Material Adverse Effect.

Properties. Each(a) Except as would not have a Material Adverse Effect, each Loan Party hasand each Restricted Subsidiary have good record, valid and marketable title in fee simple to, or valid leasehold interests in (to the extent such ownership or leasing concepts are applicable to such property in the jurisdiction in which it resides), all real property and good and marketable title to all other tangible properties and assets owned by it,Material Real Property necessary in each casethe ordinary conduct of its business, free and clear of all Liens, charges, claims, encumbrancesLiens except for Permitted Liens and defects in title as could not, individually or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affectin the value of such properties, taken as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as would notaggregate, reasonably be expected to have a Material Adverse Effect. HoldingsThe property of each Loan Party and each of its Subsidiaries own or leaseRestricted Subsidiaries, taken as a whole, # is in good operating order, condition and repair (ordinary wear and tear excepted) and # constitutes all such propertiesthe property which is necessary for the business and operations of the Loan Parties as are necessarypresently conducted except to its operations as now conducted.the extent that any failure would not reasonably be expected to result in a Material Adverse Effect.

Properties.Title to Assets; No Encumbrances. Each of the Loan PartyParties 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 all real property and good and marketable title to(in the case of all other tangible properties andpersonal property), all of their respective assets owned by it,reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case free and clearexcept for assets disposed of all Liens, charges, claims, encumbrances or restrictions, except such as # otherwise permitted under this Agreement or # do not materially affectsince the valuedate of such properties, takenfinancial statements to the extent permitted hereby and except as a whole, and do not interfere with the use made and proposed to be made of such properties by the Loan Parties. Any real property and buildings held under lease by the Loan Parties are held under valid, subsisting and enforceable leases with such exceptions as would not interfere with the use made and proposed to be made of such property and buildings by Holdings or such Loan Party, as applicable, or as wouldcould not reasonably be expected to have a Material Adverse Effect. HoldingsAll of such assets are free and its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.clear of Liens except for Permitted Liens.