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

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.

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

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

Title to Real and Personal Property. The Company does and its subsidiaries do not own any real property and the property. The Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any has good and marketable title in (in the case of real property and the Company and each of its subsidiaries property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse EffectChange.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and 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 or personal property which are material to the business of the Company and or any of its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse EffectChange.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and valid and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are described in or referred to in the Collateral Documents and all other real and personal property that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries subsidiaries, (ii) constitute Permitted Liens or (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which and assets that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or are described in the aggregateRegistration Statement, materially affect the value of such property Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and 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 or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects Liens except those that (i) do notare described in each of the Registration Statement, singly or in the aggregatePricing Disclosure Package and the Prospectus, materially affect the value of such property and (ii) that do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could that would not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries Subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries Subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does and its subsidiaries do not own any real property and the property. The Company and each of its subsidiaries have valid valid, enforceable and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or are disclosed in the aggregateRegistration Statement, materially affect the value Time of such property Sale Information and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and 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 or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects except those that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title to, or have valid rights to lease or otherwise use, all items of real or and personal property which (including, without limitation, all rights, title and interest in insurances, freights and hires, and charters) that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or are otherwise disclosed in the aggregateRegistration Statement, materially affect the value of such property Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse EffectChange.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries Subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries Subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.. ​ ​

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in fee simple absolute (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and 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 or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do notarise under or pursuant to the ABL Facility, singly or in the aggregate, materially affect the value of such property and (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or subsidiaries, (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse EffectEffect or (iv) are described in each of the General Disclosure Package, Preliminary Offering Memorandum and Final Offering Memorandum.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interestsclaims, claims defects and defects imperfections of title except those that (i) do notsecure the Credit Agreement together with any other documents, singly agreements or instruments delivered in the aggregateconnection therewith, materially affect the value of such property and (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could would not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Neither the Company does not nor its Subsidiaries own any real property property. Except as otherwise set forth in the Registration Statement and the Prospectus, the Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which that are material to the business of the Company and its subsidiaries Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries Subsidiaries, or (ii) could would not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholewhole (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, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries Material Subsidiaries have valid title to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries Material Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries Material Subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case case, except with respect to secured debt described in each of the Time of Sale information and the Final Offering Memorandum, free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

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

Title to Real and Personal Property. The Company does not and its subsidiaries own any no real property and have good and marketable title to all personal property owned by them which is material to the business of the Company and each of its subsidiaries subsidiaries, or have valid valid, subsisting and marketable enforceable rights to lease or otherwise use, all items of real or and personal property which that are material to the business of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

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

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.. (ee)

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could would not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse EffectChange.

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

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or are described in the aggregateProspectus (including the Credit Facility and the Foreign Financings), materially affect the value of such property and (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its Company's subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholethe Company's subsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) are permitted under the Senior Credit Facility Documentation, (ii) do not, singly or in the aggregate, not materially and adversely affect the value of such property and property, (iii) do not materially interfere with the use made and proposed to be made of such property by the Acquisition Sub, the Company or any of its and the Company's subsidiaries or (iiiv) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and 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 or and personal property which and assets that are material to the business respective businesses of the Company and its subsidiaries subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries subsidiaries, taken as a whole, or (ii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Neither the Company does not own nor any of its subsidiaries owns any real property and the property. The Company and each of its subsidiaries have good and marketable title in and have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Neither the Company does not own nor its subsidiaries owns any real property and the property. The Company and each of its subsidiaries or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have valid good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, charges, encumbrances, security interests, claims and defects and imperfections of title except those that are described in each of the Registration Statement, the Time of Sale Information and the Prospectus and those that (i) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) could not reasonably be expected, singly individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company does not own any real property and the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries as currently conducted taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singly singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singly singularly or in the aggregate, to have a Material Adverse Effect.