Except as set forth on Schedule 4.12 and subject in each case to Permitted Liens, each of Parent and its Restricted Subsidiaries has (i) good and marketable title to all real property owned by it in fee simple (or the equivalent in foreign jurisdictions) and (ii) valid leasehold interests in all real property leased by it, in each case to the extent such property is necessary in the ordinary conduct of its business, except for any failures to have such title or interest that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect . Each of Parent and its Restricted Subsidiaries owns, or has the right to use, all Intellectual Property required for the conduct of its business as currently conducted except for any such failures to own or have the right to use which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.