Common use of Title to Properties Clause in Contracts

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property Property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary of its subsidiaries have good record and marketable title in fee simple to, or have valid leasehold interests inright to lease or otherwise use, all items of real and personal property necessary or used in the ordinary conduct of which are material to their respective businesses, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other title defects, except for such defects in title as could not, individually do not materially and adversely affect the value of such property and do not materially interfere with the use made or in the aggregate, have a Material Adverse Effect. As proposed to be made of the Closing Date, the such property of by the Company and its Subsidiaries is subject or such subsidiary or those created pursuant to no Liens, other than Permitted Liensthe Credit Agreement.

Title to Properties. The Company Borrower and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the The property of the Company and its Subsidiaries is subject to no Liens, Liens other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable title in fee simple to, or to their knowledge valid leasehold interests in, all real property necessary or used in for the ordinary conduct of their respective businesses, except for such defects in title as could notwould not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries (other than Excluded Subsidiaries) is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests inin or rights to operate, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company Borrower and its Subsidiaries (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable legal title in fee simple toor rights in and power to transfer, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for any failure to have such good title and any defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Section 7.02.

Title to Properties. The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, or other sufficient title to all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the The property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property Property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could notwould not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of the Closing Date, the property Property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable legal title in fee simple toor rights in and power to transfer, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Section 7.02.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the The property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Each Borrower and each Significant Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the The property of the Company Borrowers and its their Significant Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Subparagraph 5.02(a).

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted by Section 7.01.

Title to Properties. The Company Each Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company each Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, in all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the The property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have good record and marketable title in fee simple to, or to their knowledge valid leasehold interests in, all real property necessary or used in for the ordinary conduct of their respective businesses, except for such defects in title or invalidity of leasehold interests as could notwould not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of the Closing DateDate and to the best knowledge of the Company, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted pursuant to Section 7.1.

Title to Properties. The Each of the Company and each Subsidiary have has good record and marketable title in fee simple to, or a valid leasehold interests interest in, all real property necessary or used in the ordinary conduct of their respective its businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could would not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could would not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. As of the Closing Date, the real and personal property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable title or its equivalent in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Restatement Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary Specified Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Specified Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Each Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company each Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary the Specified Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests inin or other rights to use, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title or interest as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries have good title to all their other respective material properties and assets. As of each of the Effective Date and the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, Liens other than Permitted LiensLiens permitted by Section 7.1.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct Ordinary Course of their respective businessesBusiness, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property Properties of the Company and its Subsidiaries is are subject to no Liens, Liens other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the real and personal property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing DateRestatement Effective Date and subject to the preceding sentence, the property of the Company Borrower and its Subsidiaries is subject to no Liens, Liens other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businessesits business, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have good record and marketable title in fee simple to, or valid leasehold or other valid contractual interests (which contractual interests provide the Company or such Subsidiary, as applicable, with all reasonably necessary rights to occupy, use, and enjoy the subject property) in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title or interest as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such liens, title defects in and other matters affecting title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing DateEffective Date and subject to the preceding sentence, the property of the Company Borrower and its Subsidiaries is subject to no Liens, Liens other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could notnot reasonably, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such liens, title defects in and other matters affecting title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Each of the Company and each the Subsidiary have -------------------- has good record and marketable title in fee simple to, or valid leasehold holds interests as lessee under leases in full force and effect in, all real property necessary or used in the ordinary conduct of their respective businessesconnection with its business or otherwise owned or leased by it, except for such defects in title as could would not, individually or in the aggregate, have a Material Adverse Effect. As material adverse effect on the Condition of the Closing DateCompany, or a material adverse effect on the property ability of the Company and to perform its Subsidiaries is subject to no Liens, obligations under this Agreement or the other than Permitted LiensTransaction Documents.

Title to Properties. The Each of the Company and each Subsidiary have its Subsidiaries has good record and marketable valid title in fee simple to, to or valid leasehold or sublease interests inor other comparable contract rights in or relating to all of its real properties and other tangible assets necessary for the conduct of its business as presently conducted, all real property necessary or used except as have been disposed of in the ordinary conduct course of their respective businesses, business and except for such defects in title as could nottitle, easements, restrictive covenants and similar encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Parent, the Company and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Effective Date, the property of the Parent, the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Companies and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Companies and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the real and personal property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Each Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company each Borrower and its their Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have of its Subsidiaries has good record and marketable title in fee simple to, to or valid leasehold interests in, in all real property necessary or used in the ordinary conduct of their respective businessesits property, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As The property is free and clear of the Closing Dateall Liens or rights of others, the property of the Company and its Subsidiaries is subject to no Liens, other than except Permitted Liens.

Title to Properties. The Company and each ------------------- Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable indefeasible title in fee simple to, or valid leasehold interests in, all material real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date and as of the Effective Date, the property of the Company and its Subsidiaries is was (or is, as applicable) subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the real property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company Borrower and its Subsidiaries (other than Excluded Subsidiaries) is subject to no Liens, other than Permitted Liens.

Title to Properties. The Each Company and each Subsidiary have has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary to or used in the ordinary -39- 45 conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the each Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens. SECTION 4.10.

Title to Properties. The Company and each Subsidiary have good record and marketable of its Subsidiaries has indefeasible title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, hold leases in full force and effect in all their real property necessary or used in the ordinary conduct of their respective businessesproperty, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As materially adverse effect on the Condition of the Closing DateCompany, or the property ability of the Company and to perform its Subsidiaries is subject to no Liensobligations under this Agreement, other than Permitted Liensthe Notes or the Registration Rights Agreement.

Title to Properties. The Company and each Subsidiary of its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all real property Property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. As of the Closing Date, the property Property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have good record and marketable title in fee simple to, or to their knowledge valid leasehold interests in, all real property necessary or used in for the ordinary conduct of their respective businesses, except for such defects in title or invalidity of leasehold interests as could notwould not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of the Closing DateEffective Date and to the best knowledge of the Company, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Each of the Company and each Subsidiary have has good record and marketable title in fee simple to, or a valid leasehold interests interest in, all real property reasonably necessary or used in the ordinary conduct of their respective its businesses, except for such defects in title as could would not, individually or in -60- 68 the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is are subject to no Liens, other than Permitted LiensLiens permitted pursuant to Section 7.1.

Title to Properties. The Such Company and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the such Company and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Section 9.2.

Title to Properties. The Company and each Subsidiary have of its Subsidiaries 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 their respective businessesits business, except for such defects in title as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. As of the Closing Date, the The property of the Company and each of its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company Borrower and each Subsidiary have good record and marketable title or its equivalent in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as which do not represent any monetary liability and could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the The property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have has good record and marketable indefeasible title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective its businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have of its Subsidiaries has good record and marketable title in fee simple to, to or valid leasehold interests in, in all real property necessary or used in the ordinary conduct of their respective businessesits property, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As The property is free and clear of the Closing Date, the property of the Company and its Subsidiaries is subject to no all Liens, other than except Permitted Liens.

Title to Properties. The Company and each Subsidiary its subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, to all real property necessary or used and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except Collateral Permitted Liens, and any real property and buildings held under lease by the ordinary conduct of their respective businessesCompany and its subsidiaries are held by them under valid, except for subsisting and enforceable leases, in each case with such defects exceptions as do not result in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.;

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Restatement Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have has good record and marketable title in fee simple to, or a valid leasehold interests interest in, all real property necessary or used in the ordinary conduct of their respective its businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Such Company and each Subsidiary of its Subsidiaries have ------------------- 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the such Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.Liens permitted under Section 8.2. -----------

Title to Properties. The Such Company and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the such Company and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Section 8.2 .

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such liens, title defects and other matters affecting in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Such Company and each Subsidiary of its Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the such Company and its Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under SECTION 8.2.

Title to Properties. The Company and each Restricted Subsidiary have good record and marketable legal title in fee simple toor rights in and power to transfer, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for any failure to have such good title and any defects in title or interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Restricted Subsidiaries is subject to no Liens, other than Permitted LiensLiens permitted under Section 7.02.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Each Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Companies and its their respective Subsidiaries is subject to no Liens, Liens other than Permitted Liens.

Title to Properties. The Company and each Subsidiary ------------------- have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have good record and marketable insurable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could notnot reasonably, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company has and each Subsidiary have good record and marketable of its Subsidiaries has title in fee simple to its respective real properties (other than properties which it leases) and good title to, or a valid leasehold interests in, interest in or a valid license to use all real property necessary or used in the ordinary conduct of their its other respective businessesproperties, except for such defects in title as could not, individually or that would not reasonably be expected to result in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Effect and its Subsidiaries is such properties are subject to no Liens, other than Permitted Liens.Lien of any kind except Liens permitted by paragraph 7C.

Title to Properties. The Company Borrower and each Subsidiary have 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 their respective businesses, except for such liens, title defects in and other matters affecting title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Company, the Parent and its Subsidiaries each Subsidiary is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As Except as disclosed on Schedule 8.01(a), as of the Closing Effective Date, the property of the Company and its Material Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary its Material Subsidiaries have good record and marketable title in fee simple to, or valid leasehold or other valid contractual interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title or interest as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the The Company and its Material Subsidiaries is subject have good title to no Liens, or a leasehold or other than Permitted Lienscontractual interest in all their other respective material properties and assets.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of each of the Effective Date and the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As Except as disclosed on Schedule 8.01, as of the Closing Effective Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Each Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company Companies and its their respective Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary the Specified Subsidiaries have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property properties of the Company and its the Specified Subsidiaries is are subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Material Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As Except as disclosed on Schedule 8.01, as of the Closing Second Restatement Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Title to Properties. The Company and each Subsidiary have 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 their respective businesses, except for such liens, title defects in and other matters affecting title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Signing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.