Common use of Title to Property Clause in Contracts

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Except where the failure thereof would result in a Material Adverse Effect, to the Company’s knowledge, (i) the Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by themit that are material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and (ii) all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and its Subsidiaries and good title to all other properties owned by themtaken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package claims and the Prospectus or (b) do not, defects that singly or in the aggregate, would materially and adversely affect the value of such property or do not materially and interfere with the use made and proposed to be made of such property by the Company and or its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its the Subsidiaries have good and marketable valid title to all real property owned by the Company and its the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Time of Sale Prospectus and the Prospectus and reflected in the financial statements included therein or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its the Subsidiaries, considered as one enterprise, and under which the Company or any of its the Subsidiaries holds properties described in the General Disclosure Package Time of Sale Prospectus and the Prospectus, are in full force and effect. Except as described in the Time of Sale Prospectus and the Prospectus, and neither the Company nor any of its the Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all personal property (other properties than Intellectual Property) owned by them, in each case, which is material to the business of the Company, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (b) do would not, singly or in the aggregate, materially and adversely affect the value of such property or property, and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered taken as one enterprisea whole, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) those which do not, singly or in the aggregate, materially and adversely affect the value of such property or the properties owned by the Company and its Subsidiaries considered as one enterprise and do not materially interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectivelyproperties. All of the leases and subleases material to the business of the Company and its Subsidiaries, Subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectusproperties, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries Subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and its Subsidiaries and good title to all other properties owned by themSubsidiary taken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package claims and the Prospectus or (b) defects that do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or its Subsidiary; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its SubsidiariesSubsidiary, considered as one enterprise, and under which the Company or any of its Subsidiaries Subsidiary holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are are, to the Company’s knowledge, in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by themsubsidiaries, in each case, case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Final Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company Company, or any of its subsidiaries, except in each case that would not have a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Prospectuses, are in full force and effecteffect except as would not have Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except in each case as would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, not materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectivelyor any Subsidiary. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and which is material to the Company Company’s and its Subsidiaries and good title to all other properties owned by themsubsidiaries’ operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Registration Statement, Prospectus and the Prospectus Time of Sale Information or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its the Subsidiaries have do not own any real property. Each of the Company and each Subsidiary has good and marketable title title, or has valid rights to lease or otherwise use all real items of personal property owned by them which are material to the business of the Company and its Subsidiaries and good title to all other properties owned by them, each such Subsidiary in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind claims and defects except such as those that (ai) are described in the General Disclosure Package and the Prospectus Final Prospectus, or (bii) do not, singly singularly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its the Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries each Subsidiary holds properties described in the General Disclosure Package and the Final Prospectus, are in full force and effect, and, except as described in the General Disclosure Package and neither the Final Prospectus, the Company nor any of its Subsidiaries has not received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company Company, CHS and its Subsidiaries their subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially and adversely in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property or do not materially interfere with the use made and or proposed to be made of such property by the Company Company, CHS or any of their subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariestheir subsidiaries, considered as one enterprise, and under which the Company Company, CHS or any of its Subsidiaries their subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither none of the Company nor Company, CHS or any of its Subsidiaries their subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Company, CHS or any of its Subsidiaries their subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Company, CHS or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to be in full force and effect or such claim would not reasonably be expected to have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries or (c) would not reasonably be expected to result in a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real freehold property owned by the Company and its Subsidiaries them and good title to lease or otherwise use all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially adversely interfere with the use made and proposed to be made of such property by the Company and or its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good subsidiaries own no real property, except as described in the Final Offering Memorandum and marketable title to all except for approximately 3,200 square meters of real property owned by the Company a Designated Subsidiary, and its Subsidiaries and have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims as could not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries consolidated subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries consolidated subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its consolidated subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariesconsolidated subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries consolidated subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries consolidated subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries consolidated subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any of its consolidated subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) those which do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, Subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all material real property owned by the Company and its Subsidiaries subsidiaries and good title to all other material properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially and adversely affect the value of such the property or of the Company and its subsidiaries in the aggregate and do not materially interfere with the use made and or proposed to be made of such the property by of the Company and its Subsidiaries, respectivelysubsidiaries in the aggregate by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, not materially and adversely affect the value of such property or and do not materially interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectivelyor any Subsidiary. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all of its containers and all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Except to the extent specifically disclosed in the Prospectus, the Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor or any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary of its Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the General Disclosure Package and the Prospectus or (bii) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and which is material to the Company Company's and its Subsidiaries and good title to all other properties owned by themsubsidiaries' operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Registration Statement, Prospectus and the Prospectus Time of Sale Information or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its the Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are - described in the General Disclosure Package Prospectuses, including those disclosed in the financial statements and the Prospectus related notes included therein, or (b) do not, singly or - in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries has received does not have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in Registration Statement, the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither none of the Company nor or any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort claims that has have been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect if such claims were determined adversely to the Company or any of its Subsidiaries.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by themthem and which are material to the business of the Company and its subsidiaries, considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material relating to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the General Disclosure Package and the Prospectus or Prospectus, (bii) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries or (iii) would not reasonably be expected to have a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries do not currently own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and each of its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material relating to the business of the Company and each of its Subsidiaries, considered as one enterprisesubsidiaries, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company's rights thereto would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and in, or incorporated by reference into, the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or property, do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries and its Subsidiarieswould not reasonably be expected to, respectively. All individually or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and in, or incorporated by reference into, the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims which would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other personal properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that where such failure to be in effect or such claim or adverse effect on the Company’s or any subsidiary’s rights would result in a Material Adverse Effect.

Title to Property. The Company, each Founding Company and its Subsidiaries their subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and its SubsidiariesCompany, respectivelythe Founding Companies or any of their subsidiaries. All of the leases and subleases material to the business of the Company and its SubsidiariesCompany, the Founding Companies or any of their subsidiaries, considered as one enterprise, and under which the Company, the Founding Company or any of its Subsidiaries their subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Founding Company or any of its Subsidiaries their subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, such Founding Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company, such Founding Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession or use made or proposed to be made of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by themthem (excluding for the purposes of this Section 1(xxiv), Intellectual Property (as defined below)), in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package Registration Statement and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that where such failure to be in effect or such claim or adverse effect on the Company’s or any subsidiary’s rights would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) are not material and do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and Prospectuses or as set forth in the Prospectus Credit Agreement or the Other Secured Agreements, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All subsidiaries or (c) would not have a Material Adverse Effect; all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, ; and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for such claims as would not singly or in the aggregate result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by themthem that are material to the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or or, (bii) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any such failure to be in full force and effect or any such claim could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Title to Property. The Company Company, its subsidiaries and its Subsidiaries Material Holdings have good and marketable title to all real property owned by the Company Company, its subsidiaries and its Subsidiaries Material Holdings and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or Material Holdings; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company Company, its subsidiaries and its SubsidiariesMaterial Holdings, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries or Material Holdings holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary nor any Material Holding has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries or Material Holdings under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary subsidiary or Material Holding to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, enterprise and under which the Company or any of its Subsidiaries subsidiaries holds any real properties described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus are in full force and effect, and neither . Neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries such subsidiary under any of the such leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. All property of the Company and its subsidiaries is valued on the books of the Company and its subsidiaries in accordance with GAAP.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all material real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, which is, singly or in the aggregate, material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially no interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds subsidiaries leases properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of above that would be material to the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleaseand its subsidiaries as one enterprise if adversely determined.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title or have valid rights to lease or otherwise use all real and personal property owned by that is material to the business of the Company and its Subsidiaries and good title to all other properties owned by them, in each casesubsidiaries, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all subsidiaries do not own any real property owned by the property. The Company and its Subsidiaries and subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, except to the extent that any such failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the General Disclosure Package and the Prospectus or Prospectus, (bii) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries or (iii) would not reasonably be expected to have a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and Prospectus, (b) constitute Permitted Liens (as defined in the Prospectus Indenture) or (bc) do not, singly individually or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its the Subsidiaries have do not own any real property. Each of the Company and each Subsidiary has good and marketable title title, or has valid rights to lease or otherwise use all real items of personal property owned by them which are material to the business of the Company and its Subsidiaries and good title to all other properties owned by them, each such Subsidiary in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind claims and defects except such as those that (ai) are described in the General Disclosure Package and the Prospectus Prospectus, or (bii) do not, singly singularly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its the Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries each Subsidiary holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and, except as described in the General Disclosure Package and neither the Prospectus, the Company nor any of its Subsidiaries has not received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries it subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company and its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package and the Prospectus Prospectuses or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiariessubsidiaries; except as would not reasonably be expected to result in a Material Adverse Effect, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, Prospectuses are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Prospectuses or either Combination Agreement (including the exhibits and the Prospectus schedules thereto) or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds material properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the material leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the material leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by themthem , in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package and the Prospectus or Prospectus, (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, (C) are a permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and its Subsidiaries, respectively. All the Prospectus or (D) would not result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, except as would not result in a Material Adverse Effect, and except as would not result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the Prospectuses and the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Prospectuses or the General Disclosure Package and the ProspectusPackage, are in full force and effect, and neither the Company nor any of its such Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Except where the failure thereof would result in a Material Adverse Effect, to the Company’s knowledge, (i) the Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and (ii) all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) those which do not, singly or in the aggregate, materially have a Material Adverse Effect and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, would not result in a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.the

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by themthem that are material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectus, (b) are listed on Schedule D hereto or (bc) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, in either case, may be expected to result in a Material Adverse Effect.

Title to Property. The Neither the Company and nor any of its Subsidiaries have good and marketable title to all ----------------- subsidiaries own any real property owned by and the Company and each of its Subsidiaries and subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind ("Encumbrances") except such as Encumbrances which (a) are described or referred to in the General Disclosure Package and the Prospectus or Prospectuses, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property property, or (c) do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except where the loss of possession of such leased or subleased premises would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and Prospectus or granted to lenders pursuant to the Prospectus terms of the Credit Agreement, or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or the Company's consolidated assets and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such of the foregoing as would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and ----------------- marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (aA) are described in the General Disclosure Package Registration Statement and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or property, do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries and its Subsidiaries, respectively. All do not singly or in the aggregate have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases or subleases to be in full force and effect would not have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Prospectuses or either Combination Agreement (including the exhibits and the Prospectus schedules thereto) or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds material properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the material leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the material leased or subleased premises under any such lease or sublease.

Title to Property. The Neither the Company and nor any of its Subsidiaries have good and marketable title to all ----------------- subsidiaries own any real property owned by and the Company and each of its Subsidiaries and subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind ("Encumbrances") except such as Encumbrances which (a) are described or referred to in the General Disclosure Package and the Prospectus or Rights Offering Prospectus, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property property, or (c) do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Rights Offering Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except where the loss of possession of such leased or subleased premises would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (b) do would not, singly or in the aggregate, materially and adversely affect reasonably be expected to cause a Material Adverse Effect to the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have ----------------- good and marketable title to all real property described in the Prospectus as owned by the Company and its Subsidiaries subsidiaries and good title to all other properties described in the Prospectus as owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described de scribed in the General Disclosure Package and Prospectuses or are not required to be described therein pursuant to the Prospectus 1933 Act or the 1933 Act Regulations or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company Com pany or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which claim, if upheld, would result in a Material Adverse Effect.

Title to Property. The Company and Company, either in its Subsidiaries have own right or ----------------- through its subsidiaries, has good and marketable title to all real property owned by the Company and or its Subsidiaries subsidiaries and good title to all other properties owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All except where such failure would not reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims that would not reasonably be expected to have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the General Disclosure Package and the Prospectus or (bii) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries the Subsidiary have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (A) such as (a) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do notwhere the failure to hold any such title free and clear of mortgages, pledges, liens, security interests, claims, restrictions or encumbrances, singly or in the aggregate, materially would not reasonably be expected to result in a Material Adverse Effect; and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariesthe Subsidiary, considered as one enterprise, and under which the Company or any of its Subsidiaries the Subsidiary holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries the Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of such leases or subleases to be in full force and effect would not reasonably be expected to have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and or either of its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any either of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries either Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries either Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, not materially and adversely affect the value of such the property of the Company or of its subsidiaries in the aggregate and do not materially interfere with the use made and proposed to be made of such the property of the Company or of its subsidiaries in the aggregate, by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except where the failure of such leases and subleases to be in full force and effect or such claim, if the subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the its rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the its rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Except as otherwise disclosed in the General Disclosure Package, Registration Statement and Prospectus, the Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly individually or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (A) as (a) are described otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, not materially and adversely affect the value of such the property of the Company or of its subsidiaries in the aggregate and do not materially interfere with the use made and proposed to be made of such the property of the Company or of its Subsidiairies in the aggregate, by the Company and or any of its Subsidiaries, respectivelysubsidiaries. All of the leases and subleases material to the business of the Company and its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except where the failure of such leases and subleases to be in full force and effect of such claim, if the subject of an unfavorable decision, ruling or finding, would, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package Registration Statement and the Prospectus Prospectus, as amended as of the relevant Representation Date or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package Registration Statement and the Prospectus, as amended as of the relevant Representation Date, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would, singly or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or Prospectus, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All or (c) would not reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties and assets owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do would not, singly or in the aggregate, materially and adversely affect reasonably be expected to have a Material Adverse Effect, the value of such property or do assets and would not materially reasonably be expected to interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, except for such failure to be in force as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or Prospectus, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (c) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone any party adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its Subsidiaries or any such Subsidiary, as the case may be, and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, not materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectivelyor any Subsidiary. All of the real property leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties occupies real property or otherwise has or exercises rights with respect to such real property described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good ----------------- and marketable title to all real property described in the Offering Memorandum as owned by the Company and its Subsidiaries and good title to all other properties described in the Offering Memorandum as owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are pursuant to the Credit Agreement and the Term Loan Agreement as described in the General Disclosure Package and the Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which claim, if upheld, would result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property property, if any, owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Disclosure Package and the Prospectus or (bB) do would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus are in full force and effect, with such exceptions as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, respectively. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesubsidiaries.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its Subsidiaries subsidiaries and good and marketable title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that where such failure to be in effect or such claim or adverse effect on the Company’s or any subsidiary’s rights would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, except to the extent that any such failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Prospectus or either Combination Agreement (including the exhibits and the Prospectus schedules thereto) or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds material properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the material leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the material leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries ----------------- have good and marketable title to all real property described in the Prospectus as owned by the Company and its Subsidiaries subsidiaries and good title to all other properties described in the Prospectus as owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described de scribed in the General Disclosure Package and Prospectuses or are not required to be described therein pursuant to the Prospectus 1933 Act or the 1933 Act Regulations or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company Com pany or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which claim, if upheld, would result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its the Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package Prospectuses, including those disclosed in the financial statements and the Prospectus related notes included therein, or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its Subsidiaries the Partnership has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries, and good title to all other properties owned by them, in each case, case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Final Prospectuses or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries except as would not have a Material Adverse Effect; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Prospectuses, are in full force and effecteffect except as would not have Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except in each case as would not have a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and or any of its Subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that where such failure to be in effect or such claim or adverse effect on the Company’s rights would not reasonably be expected to result in a Material Adverse Effect.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and Prospectuses or as set forth in the Prospectus New Bank Credit Agreement or the Other Secured Agreements, (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All subsidiaries or (c) would not have a Material Adverse Effect; all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, ; and neither the Company nor any of its Subsidiaries subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for such claims as would not singly or in the aggregate result in a Material Adverse Effect.

Title to Property. The Company (A) Each of the Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and its Subsidiaries the Venture Entities have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiariesfollowing the Torrington Acquisition. (B) Except as would not result, respectively. All singly or in the aggregate, in a Material Adverse Effect, all of the leases and subleases which are material to the business of the Company Company, its subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and its Subsidiaries, considered as one enterprisethe Venture Entities, and under which the Company or any of its Subsidiaries holds them hold properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any none of its Subsidiaries them has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries their rights under any of the leases or subleases mentioned above, or affecting or questioning the any of their rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company and its Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property or and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and its Subsidiaries, respectively. All all of the leases and subleases material to the business of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and or the ProspectusProspectus Supplement, are in full force and effect, and neither the Company nor any of its Subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. The Company and its Subsidiaries have good and ----------------- marketable title to all real property owned by the Company and its Subsidiaries and good valid title to all other properties and assets owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus Prospectuses or (b) do would not, singly or in the aggregateaggregate reasonably be expected to have a Material Adverse Effect, materially and adversely affect the value of such property or do assets and would not materially reasonably be expected to interfere with the use made and proposed to be made of such property by the Company and or any of its Subsidiaries, respectively. All ; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, except for such failure to be in force as would not reasonably be expected to have a Material Adverse Effect and neither the Company nor any of its Subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its Subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.