Common use of Title to Properties Clause in Contracts

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in any Applicable the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryCompany. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and, in the case of any real property, good and marketable marketable, title to all of the real properties and personal property and other assets reflected as owned by it in the financial statements referred to included in Section 1(i) above (or elsewhere in any Applicable the most recent Preliminary Prospectus and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property assets that are material to the Company and other assets reflected its subsidiaries taken as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)a whole, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary that are material to the Company and its subsidiaries taken as a whole are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in any Applicable the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(k) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryany of its subsidiaries. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned by it in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus), 3.6 in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) as set forth on SCHEDULE 3.11, or (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and Company, each of its subsidiaries and each Founding Company has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarysubsidiary or such Founding Company. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary or any Founding Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarysubsidiary or such Founding Company.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in any Applicable Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Disclosure Package and the Final Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) 1 above (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as otherwise described in the Prospectus or except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A) (i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarysubsidiary and except as described in the Prospectus. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material in the aggregate and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as provided in the Credit Agreement, the Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i‎Section 2(m) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except to the extent described in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(k) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects (any of the foregoing, a “Lien”), except for Liens under the Credit Agreement and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(il(A) (i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(m) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, defects except as otherwise described in the Registration Statement or the Prospectus or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryany of its subsidiaries). To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has Subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(j) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Title to Properties. The Company and each of its subsidiary own the real property described in the Prospectus. The Company and the subsidiaries has have good and marketable valid title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such a subsidiary. To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the subsidiaries are held under valid and enforceable leases, with such exceptions as are described in the Prospectus or are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe subsidiaries.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in any Applicable the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and those matters that do not materially interfere with the use made or and proposed to be made of such property by the Company or such subsidiaryand any of its subsidiaries. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and or (iii) such as do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Title to Properties. The Company and each of its subsidiaries has the Subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythe Subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe Subsidiary.

Title to Properties. The Except as otherwise disclosed in the Offering Memorandum, the Company and each of its subsidiaries has good and marketable title to all of the real their properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(p) above (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryand its subsidiaries taken as a whole. To the Company’s knowledge, the Any real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and or do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary. Acquisition, as of the date of this Agreement, owns no property or assets.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i3(f) above (or elsewhere in any Applicable Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i(i) above (or elsewhere in any Applicable the Prospectus), in each case case, except as disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(h) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) liens securing the Senior Credit Facility and (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of real property owned by the real Company and personal property good title to all other properties and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case case, except as disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary and except, in the case of any subsidiary, such exceptions that would not reasonably be expected to result in a Material Adverse Change.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, defects except for (i) liens and security interests in favor of the Company's lenders under the Credit Agreement and (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiary own the real property described in the Prospectus. The Company and the subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such a subsidiary. To the Company’s 's knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the subsidiaries are held under valid and enforceable leases, with such exceptions as are described in the Prospectus or are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe subsidiaries.

Title to Properties. The Company and each of its subsidiary own the real property described in the Prospectus. The Company and the subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such a subsidiary. To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the subsidiaries are held under valid and enforceable leases, with such exceptions as are described in the Prospectus or are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe subsidiaries.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(il(A) above (or elsewhere in any Applicable Prospectus)i) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)Disclosure Package, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Disclosure Package and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are are, to the Company’s knowledge, held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and good title to all other assets properties reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as described in the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The material real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1.A(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as provided in the Credit Agreement, and except such as do not materially and adversely affect the value of such property in the aggregate and do not materially interfere with the use made or proposed to be made of such property properties in the aggregate by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and that do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property property, in each case in the aggregate, by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryCompany, except as described in the General Disclosure Package and the Prospectus. To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in any Applicable the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i‎Section 2(m) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do otherwise would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1[(A)](i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To Assuming due and valid execution by the Company’s knowledgelessors, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(k) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as described in the Prospectus and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. Neither the Company nor any subsidiary owns any real property. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(l) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, each of the Company and each of its subsidiaries the Subsidiary has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the consolidated financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythe Subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe Subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in any each Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as for those described in the Registration Statement or any Applicable Prospectus or which do not materially and adversely affect the value of such property or assets and do not materially interfere with the use made or proposed to be made of such property or assets by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held held, to the Company’s knowledge, under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets necessary and material to the business of the Company and its subsidiaries considered as one entity reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The material real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. Neither the Company nor any subsidiary owns any real property. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(m) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above hereof (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property properties taken as a whole and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above hereof (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and, to the knowledge of the Company and the Guarantors, enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable valid title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above hereof (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property (other than mortgages and related liens and security interests) and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its significant subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i‎Section 2(m) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof). To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned by each of them in the financial statements referred to included or incorporated by reference in Section 1(i) above (or elsewhere in any Applicable Prospectus)the Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not not, singly or in the aggregate, materially and adversely affect the value of such property and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the consolidated financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(n) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company Holdings and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(j) above (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as secure the Amended Credit Facility as described in the Offering Memorandum and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company Holdings or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company Holdings or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company Holdings or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A) (i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary, except as otherwise disclosed in the Prospectus. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(h) above (or elsewhere in any Applicable the Prospectus), in each case case, except as otherwise disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1A.(i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except those reflected in the financial statements or elsewhere in the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryits subsidiaries. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary and its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryentities.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.. (x)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To Neither the Company’s knowledge, the Company nor any of its subsidiaries owns any real property. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1 (i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the financial statements referenced in Section 1(A)(i) above or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(h) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarysubsidiary and except as described in the Prospectus. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material in the aggregate and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. Neither the Company nor any subsidiary owns any real property. The Company and each of its subsidiaries has have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(k) above (or elsewhere in any Applicable the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarythereof. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and (iii) such as do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(a)(xiv) above (or elsewhere in any Applicable the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as do not materially and adversely affect the value of such property and (ii) such as do not materially interfere with the current or currently proposed use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the current or currently proposed use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed use to be made of such property by the Company or such any subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as disclosed in the Offering Memorandum, the Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above (or elsewhere in any Applicable Prospectusthe Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as do not materially and adversely affect the value of such property and (ii) such as do not materially interfere with the current or currently proposed use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the current or currently proposed use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(o) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and or (iii) such as do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable the Time of Sale Prospectus and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above by it (or elsewhere in any Applicable Prospectusincluding, without limitation, all Intellectual Property Rights), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as disclosed in writing by the Company to the Purchasers prior to the Closing Date or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects other than those specifically disclosed in the Prospectus, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(m) above (or elsewhere in any Applicable Prospectusthe Prospectus Supplement), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material material, and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for those created pursuant to the Loan Agreement described in Section 1(l) and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects (any of the foregoing, a "Lien"), except for Liens under the Credit Agreement and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Each of the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in any Applicable Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company Company, each Acquisition Subsidiary and each of its subsidiaries Founding Company has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company Company, such Acquisition Subsidiary or such subsidiaryFounding Company. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company Company, any Acquisition Subsidiary or any subsidiary Founding Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company Company, such Acquisition Subsidiary or such subsidiaryFounding Company.

Title to Properties. The Company and each of its subsidiaries has good and marketable valid title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(n) above (or elsewhere in any Applicable Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as reflected in such financial statements or otherwise as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made and as described in the Offering Memorandum of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except to the extent otherwise disclosed in the Prospectus, each of the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryand its subsidiaries. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in any Applicable Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the General Disclosure Package and the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except to the extent otherwise disclosed in the Prospectus, each of the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(h) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryand its subsidiaries. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1 (A) (i) above (or elsewhere in any Applicable the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries the Significant Subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1.A(o) above (or elsewhere in any Applicable the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(o) above (or elsewhere in any Applicable Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company’s knowledge, the The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.