Common use of Title to Real and Personal Property Clause in Contracts

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company owns no real property and the Company and its subsidiaries have good title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company owns no real property, and the Company and its subsidiaries have good title to, or have valid rights to lease or otherwise use, use all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real property and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title Liens except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title totitle, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could where the failure to have such title or rights would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has valid and its subsidiaries have good title to, or have valid marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title toand marketable title, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Each of the Company and its subsidiaries have Subsidiaries has good title to, or have valid rights to lease or otherwise useleasehold interests in, all items of its real and personal property that are material to the respective businesses of the Company its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, and its subsidiaries, in each case free and clear of all liensLiens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectother than Permitted Liens.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (ii) are disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, own or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its significant subsidiaries have good title to, or have valid rights to lease or otherwise useand marketable title, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims Liens and defects and imperfections of title except (i) those that could not reasonably arise under the Senior Debt Security Documents and (ii) Permitted Liens and other Liens permitted under the Indenture (as each such term shall be expected, individually or defined in the aggregate, to have a Material Adverse EffectIndenture).

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expectedmade of such property by the Company and its subsidiaries or (ii) would not, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title to, to all of its properties and assets and owns or have valid rights to lease or otherwise use, leases all items of real such properties and personal property that assets as are material necessary to the respective businesses conduct of the Company and its subsidiaries, in each case operations as presently conducted free and clear of all any liens, encumbrancescharges, claims securities interests or other encumbrances except such as (i) do not materially interfere with the intended use thereof and defects and imperfections of title except those that (ii) could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably be expectedmaterially interfere with the use made of such property by the Company and its subsidiaries or (ii) would not, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries the other Group Companies have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesthe other Group Companies, in each case free and clear of all liensLiens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expectedmade of such property by the Company and the other Group Companies or (ii) would not, individually or in the aggregate, reasonably be excepted to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material necessary to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material necessary to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expected, made of such property by the Company and its subsidiaries or (ii) would not individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material necessary to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expectedmade of such property by the Company or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesCompany, in each case free and clear of all liens, charges, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as described in the Final Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expected, individually or in made of such property by the aggregate, to have a Material Adverse Effect.Company and its subsidiaries or

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (x)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expected, individually or in made of such property by the aggregate, to have a Material Adverse Effect.Company and its subsidiaries or

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesproperty, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company, or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not reasonably materially interfere with the use made and proposed to be expected, individually or in made of such property by the aggregate, to have a Material Adverse Effect.Company and its subsidiaries or

Title to Real and Personal Property. The Except as disclosed in the Prospectus, the Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectproperty.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title title, except those that could (i) do not reasonably materially interfere with the use made and proposed to be expectedmade of such property by the Company and its subsidiaries or (ii) would not, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesbusiness, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have valid rights to lease or otherwise useleasehold interests in, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiaries, in taken as a whole, it each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expectedare disclosed in the Final Memorandum or would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have does not own any real property. The Company has valid rights to lease or otherwise use, use all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesbusiness, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title toin fee simple to all real property, or have valid rights and good and marketable title to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesowned by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or collectively have valid rights to lease or otherwise use, use all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could not reasonably be expected(i) are disclosed in the Preliminary Offering Memorandum or Offering Memorandum or (ii) would not, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and its subsidiaries have good title to, or have does not own any real property. The Company has valid rights to lease or otherwise use, use all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that could (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company has good and its subsidiaries have good marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.