Common use of Title Clause in Contracts

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(m) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(o) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its the Subsidiaries have good and marketable title in fee simple to all real property owned by them which is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liensLiens, encumbrances and defects except such as are described in Schedule 3(l) or such for Liens as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as of which the Company and its Subsidiaries are not material in compliance and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l4(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable ----- title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiariessubsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) 2.1 hereto or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiariessubsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) 3.n. or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(w) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such for the blanket lien securing the Senior Indebtedness (as are described defined in Schedule 3(lthe Notes) or and such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(lSCHEDULE 3(o) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiariesproperty, in each case that are owned by them, free and clear of all liens, encumbrances and defects defects, except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually are otherwise set forth or described in the aggregate, a Material Adverse EffectFiled SEC Documents. Any real property and facilities that are material to the Company and its Subsidiaries, taken as a whole, held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable ----- title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l4(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(m) or liens on equipment securing purchase money-indebtedness of the Company or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to any real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(o) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Except as disclosed in Schedule 2.1(v), the Company and its the Subsidiaries have good and marketable title to, or the right to use, all personal property owned by them that which is material to the business of the Company and its the Subsidiaries, in each case free and clear of all Liens, except for liens, claims or encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Neither the Company nor any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectowns any real property. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its the Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except Permitted Liens (as defined in the Notes) and such as are described in Schedule 3(l) or such liens, encumbrances and defects as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries Subsidiary have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its SubsidiariesSubsidiary, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(lSCHEDULE 3(p) or in the SEC Documents listed in SCHEDULE 3(p) or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of or its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiary. Any real property and facilities held under lease by the Company and any of or its Subsidiaries, to the Company’s knowledge, Subsidiary are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its SubsidiariesSubsidiary.

Title. The Except as set forth on Schedule 3(x), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(x) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(o) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and merchantable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects, except for such liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not not, individually 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 and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its the Subsidiaries have good and marketable title in fee simple to all real property owned by them which is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liensLiens, encumbrances and defects except such as are described in Schedule 3(l) or such for Liens as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries. Except as set forth in Schedule 2.1(s), any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as of which the Company and its Subsidiaries are not material in compliance and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case except as set forth on Schedule 3(w), free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such Permitted Liens (as are described defined in Schedule 3(l) or the Notes), liens securing the Bridge Facility and such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to t o be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by them it that is material to the business of the Company and its SubsidiariesCompany, in each case free and clear of all liens, encumbrances and defects (“Liens”) and, except such as are described in Schedule 3(l) or such for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and any Liens for the payment of its Subsidiaries federal, state or could not reasonably be expected other taxes, the payment of which is neither delinquent nor subject to have, individually or in the aggregate, a Material Adverse Effectpenalties. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are is held by them it under valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its SubsidiariesCompany.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(t) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property and good title to all personal property owned by them that which is material to the business of the Company and its Subsidiariessubsidiaries, in each case free and clear of all liens, encumbrances and defects, except for such liens, encumbrances and defects except such as are described disclosed in Schedule 3(l) the SEC Documents, or such as do not materially affect arise under the value of such property and do not interfere with the use made and proposed to be made of such property credit facilities that have been entered into by the Company and any of its Subsidiaries subsidiaries, or could as would not reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are would not material and do not interfere with reasonably be expected, individually or in the use made and proposed aggregate, to be made of such property and buildings by the Company and its Subsidiariesresult in a Material Adverse Effect.

Title. The Company and its Subsidiaries have good and marketable ----- title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries own no real property and have good and marketable title in fee simple to all real property, and have good and marketable title to all personal property property, owned by them that which is material to the business of the Company and its Subsidiaries, in each case case, free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and or any of its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(v) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company owns no real property and, except as disclosed in SCHEDULE 2.1(v) to the Disclosure Letter, the Company and its the Subsidiaries have good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all Liens, except for liens, claims or encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l2.1(p) or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Except as set forth on Schedule 3(w), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(w) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.. 

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(m) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(w) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Except as set forth on SCHEDULE 3.18, the Company and its Subsidiaries subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property property, in each case purported to be owned by them that which is material to the business of the Company and its Subsidiariessubsidiaries, in each case free and clear of all liens, encumbrances and defects defects, except such as are described in Schedule 3(l) for liens, claims or such encumbrances as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiariessubsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(v) or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to to, or a valid leasehold interest in, all real property and personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or the Disclosure Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Except as set forth on Schedule 3(s), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, liens and encumbrances except for the blanket lien securing the Senior Indebtedness and defects except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material them, except to the business of extent that the Company failure to have good and its Subsidiariesmarketable title would not have a Material Adverse Effect, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or subsidiaries. Except as discussed in the aggregateSEC Documents, a Material Adverse Effect. Any any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiariessubsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(v) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(s) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in ----- fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its the Subsidiaries have good and marketable title in fee simple to all real property owned by them which is material to the business of the Company and its Subsidiaries and good and marketable title in all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liensLiens, encumbrances [except for Liens of the Agent and defects except such as are described in Schedule 3(l) or such as Cereus] and Liens that do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by which the Company and its SubsidiariesSubsidiaries are in compliance in all material respects.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and merchantable title to all personal property property, in each case, that is owned by them and that is material to the business of the Company and its Subsidiaries, in each case . All such property is owned by the Company and its Subsidiaries free and clear of all liens, encumbrances and defects defects, except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its SubsidiariesSubsidianes.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l4(p) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l) the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.and

Title. The Company and its Subsidiaries have sufficient title to all real property, if any, owned by it and good and marketable valid title to all personal property owned by them that it which, in each case, is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects defects, except such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except (i) such as are described in Schedule 3(l3.1(hh), or (ii) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except Permitted Liens (as such as are described term is defined in Schedule 3(lthe Amended and Restated Promissory Note) or and such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings facilities by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable ------ title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable ----- title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3( l ) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Effect .. Any real property and facilities held under lease by the Company and any of its SubsidiariesSubsidiaries , to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(l3(o) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries. Any real property and facilities held under lease by the Company and or any of its Subsidiaries, to the Company’s knowledge, Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.