Each of the Company Parties has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Memorandum, any Exchange Offer Material or Additional Material or such as would not reasonably be expected to have an Issuer Material Adverse Effect; and any real property and buildings held under lease by the Company Parties are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company Parties.