Common use of Assets and Properties Clause in Contracts

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) Except as set forth The Company and its Subsidiaries have good title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of August 27, 2005 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens and any Lien affecting solely the interest as of the landlord thereunder. Each Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property Lease isor any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and after giving effect a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Distribution will beCompany and its Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of will not result in a material nature breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the part Closing; (iii) none of the Company or, if applicableCompany, its Subsidiary Subsidiaries, or, to the knowledge of the Company, any other party to the landlord Lease is in material breach or sublandlord thereunder (as applicable), exists material default under any Company Real Property Lease, such Lease and no event has occurred or circumstance exists whichevent, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a Company Real Property such Lease. Section 3.15(a; (iv) the other party to such Lease is not an affiliate of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither Subsidiaries; (v) neither the Company nor any of its Subsidiaries is currently subleasinghas subleased, licensing licensed or otherwise granting granted any person Person the contractual right to use or occupy a material portion of a Company Owned such Leased Real Property or any portion thereof; (vi) neither the Company Leased Real Property that would reasonably be expected to adversely affect nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any material respect interest therein; and (vii) there are no Liens on the existing use of estate or interest created by such Company Owned Real Property or Company Leased Real Property Lease except for Permitted Liens. Except as set forth in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c4.24(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct Schedule, none of the Company’s and its Subsidiaries’ business. The Company Leases contain any capital expenditure requirements or a Subsidiary remodeling obligations of the Company owns or any of its Subsidiaries other than ordinary maintenance and has good and merchantable title to the Vesselsrepair obligations. (d) For purposes of this Agreement, subject to any "Permitted Liens. Except as " shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its SubsidiariesSubsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iviii) liens pursuant to the knowledge of the Companythat certain loan agreement with The CIT Group/Business Credit, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.Inc.

Assets and Properties. (a) Except as set forth in Section 3.15 of the The Company Disclosure Letter, and except for the Excluded Company Real Property, has (i) either the Company or a Subsidiary of the Company has good and valid titlemarketable title to all of its assets and properties (whether real, personal or mixed, or tangible or intangible) which it purports to own (including all assets and as properties recorded on the December 31, 2010 Balance Sheet, other than inventories disposed of in the Effective Timeordinary course of business consistent with past practices since December 31, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”2010) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, interests in all of its assets and as of the Effective Time, PropCo will have good and valid leasehold interestproperties which it purports to lease, in each material lease, material sublease case (with respect to both clause (i) and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conductedii) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”above), in each case, free and clear of all Liens any Liens, other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real PropertyLiens. (b) There are no leases, subleases, licenses, rights or other agreements affecting The Company does not own and has never owned any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedreal property. (c) Section 3.15(cSchedule 6.9(c) of the Company Disclosure Letter contains a true, complete and correct list of each Vessel and such list includes (i) all Vessels used real estate leased, subleased or occupied by the Company pursuant to a Lease (the "Leased Premises"), indicating the ownership, street address and its Subsidiaries use of each of the Leased Premises (and prior uses to the extent known to Parent) and (ii) all Leases to which the Company is a party (including all subleases and other Leases through which the Company has granted any interest in any of the Leased Premises, or any portion thereof, to any Person). (d) The Company (and no other Person) is in actual occupancy of all Leased Premises leased by it and the Company enjoys peaceful and undisturbed possession thereof. There are no restrictions imposed by any Lease or other Contract or by Law which preclude or restrict the ability to use the Leased Premises for the purposes for which they are currently being used. (e) All existing water, sewer, steam, gas, electricity, telephone and other utilities and services required for the use, occupancy, operation and maintenance of the Leased Premises are adequate for the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary Business as it is being conducted as of the Company owns date hereof and as it will be conducted through the Closing Date. (f) All of the material tangible Assets are adequately maintained and are in good operating condition and repair and free from any material defects (including latent defects and adverse physical conditions), reasonable wear and tear excepted, and are suitable for the uses for which they are being used. (g) The inventories (other than inventory for which a reserve has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or been provided) included in the aggregate, a material adverse effect on Final Closing Statement are of such quality as to meet the operations or business quality control standards of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with any applicable governmental quality control standard and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel are usable in the coastwise trade ordinary course of the United States, (iii) the Vessels are business in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiariesamounts consistent with past practice, and (ivb) to the knowledge inventories included in the Final Closing Statement that are finished goods are saleable in the ordinary course of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretobusiness.

Assets and Properties. (a) Each Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Section 3.15 Schedule 2.06(a), the assets owned or leased by the Companies constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Companies are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company Disclosure Letter, are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Company owns or has owned any real property. (d) Schedule 2.06(d) sets forth a list of all real property leased by either Company (the Excluded Company "Leased Real Property"). Sellers have made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will Companies have good and valid leasehold interest, estates in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other than any Permitted Liens utilities required for the construction, use, occupancy, operation and any Lien affecting solely the interest maintenance of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate in all material respects for the use, occupancy occupancy, operation and operation of the business of the Company and its Subsidiariesmaintenance thereof, and (iv) to the knowledge of the Company, the improvements situated as currently conducted or currently exists. Except as set forth on the Vessels are free from structural defects and violations of Laws applicable thereto.Schedule

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Company Material Adverse Effect, the operations Company and each of its Subsidiaries are in possession of and have good and marketable title to, or business valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by the Company or any of its Subsidiaries, free and clear of all Liens other than Permitted Liens. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the assets of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with have been maintained and has a current and valid certificate repaired in the Ordinary Course of inspection issued by, the United States Coast Guard or other applicable Governmental EntityBusiness, (ii) each Vessel are in such condition and repair, reasonable wear and tear excepted, as is owned bysuitable for the purposes for which they are presently used by the Company, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) are free from material defects (patent and latent). (c) The Company owns no, and has never owned any, real property. (d) The real property leased or demised by the Vessels leases described on Section 3.07(d) of the Company Disclosure Schedule (the “Leased Real Property”) constitutes all of the real property used, occupied or leased by the Company. Except as set forth on Section 3.07(d) of the Company Disclosure Schedule, the Leased Real Property leases are in sufficient full force and effect, and the Company holds a valid and existing leasehold interest in the Leased Real Property under each such lease. The Company has delivered or made available to Parent true, correct and complete copies of each of the leases described on Section 3.07(d) of the Company Disclosure Schedule, and none of such leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. Neither the Company nor, to the Company’s knowledge, any other party to the Leased Real Property leases, is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Leased Real Property leases and, to the Company’s knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under the Leased Real Property leases. To the Company’s knowledge, the Leased Real Property and all of the material fixtures and improvements thereon are in good operating condition and repair without material structural defects and are adequate suitable, sufficient and appropriate for their current uses. To the useCompany’s knowledge, occupancy the use and operation of the business of Leased Real Property in the Company and its Subsidiaries, and (iv) to the knowledge conduct of the Company’s business do not violate any Law, Order, covenant, condition, restriction, easement, license, Permit, agreement, Contract or right of any Person. To the Company’s knowledge, no material improvements situated constituting a part of the Leased Real Property encroach on real property owned or leased by another Person. There are no Actions pending nor, to the Vessels are free from structural defects and violations Company’s knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of Laws applicable theretocondemnation or eminent domain proceedings.

Assets and Properties. (a) Except as set forth The Company and its Subsidiaries have good title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of August 27, 2005 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in SECTION 4.24(A) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) SECTION 4.24(B) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in SECTION 4.24(B) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens and any Lien affecting solely the interest as of the landlord thereunder. Each Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property Lease isor any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) SECTION 4.24(C) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and after giving effect a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in SECTION 4.24(C) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Distribution will beCompany and its Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of will not result in a material nature breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the part Closing; (iii) none of the Company or, if applicableCompany, its Subsidiary Subsidiaries, or, to the knowledge of the Company, any other party to the landlord Lease is in material breach or sublandlord thereunder (as applicable), exists material default under any Company Real Property Lease, such Lease and no event has occurred or circumstance exists whichevent, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a Company Real Property such Lease. Section 3.15(a; (iv) the other party to such Lease is not an affiliate of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither Subsidiaries; (v) neither the Company nor any of its Subsidiaries is currently subleasinghas subleased, licensing licensed or otherwise granting granted any person Person the contractual right to use or occupy a material portion of a Company Owned such Leased Real Property or any portion thereof; (vi) neither the Company Leased Real Property that would reasonably be expected to adversely affect nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any material respect interest therein; and (vii) there are no Liens on the existing use of estate or interest created by such Company Owned Real Property or Company Leased Real Property Lease except for Permitted Liens. Except as set forth in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(cSECTION 4.24(C) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct Schedule, none of the Company’s and its Subsidiaries’ business. The Company Leases contain any capital expenditure requirements or a Subsidiary remodeling obligations of the Company owns or any of its Subsidiaries other than ordinary maintenance and has good repair obligations. (d) For purposes of this Agreement, "PERMITTED LIENS" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and merchantable title to the Vessels, subject to any Permitted Liens. Except as payable and which would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its SubsidiariesSubsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iviii) liens pursuant to the knowledge of the Companythat certain loan agreement with The CIT Group/Business Credit, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.Inc.

Assets and Properties. (ai) Except as set forth The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of September 24, 2005 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any Permitted properties and assets disposed of in the ordinary course of business consistent with past practice since September 24, 2005, except for Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature set forth on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a4.01(q)(i) of the Company Disclosure Letter sets forth a correct Schedule, and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereonexcept for Permitted Liens). There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use, in all material respects, all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. All of the Company’s and its Subsidiaries’ business. The Company buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or a Subsidiary leased) are in structurally sound and in good operating condition and repair (ordinary wear and tear excepted) for the operation of the Company owns and has good and merchantable title their businesses as presently conducted, except to the Vessels, subject to any Permitted Liens. Except as extent such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Section 4.01(q)(ii) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, (i) the Company or its Subsidiaries have good and marketable fee simple title, free and clear of all Liens except Permitted Liens and except for Liens set forth on Section 4.01(q)(ii) of the Company Disclosure Schedule; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) all aspects of such Owned Real Property are in compliance in all material adverse effect on respects with any and all of the operations restrictions and other provisions included in the Permitted Liens, and there are no matters that create, or business that with notice or the passage of time would create, a material default under any of the documents evidencing the Permitted Liens; (v) there exists no material conflict or dispute with any regulatory agency or other Person relating to such Owned Real Property or the activities thereon; and (vi) there are no condemnation proceedings pending or, to the Company’s knowledge, threatened with respect to any portion of such Owned Real Property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (iii) Section 4.01(q)(iii) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true, correct and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document and the expiration date of each Lease). The Company has made available to Acquirer and Merger Sub a true, correct and complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. With respect to each of the Leases: (i) as to the Company and its Subsidiaries, taken as a wholesuch Lease is legal, (i) each Vessel is currently documented with valid, binding, enforceable and has a current in full force and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, effect in all material respects; (ii) each Vessel is owned bythe transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, Closing; (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation none of the business of the Company and Company, its Subsidiaries, and (iv) or, to the knowledge of the Company, any other party to the improvements situated Lease is in material breach or material default under such Lease and no event has occurred which, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an Affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; (vii) there are no Liens on the Vessels estate or interest created by such Lease except for Permitted Liens and except as set forth on Section 4.01(q)(iii) of the Company Disclosure Schedule; (viii) all aspects of the Leased Real Property are free from structural defects in compliance in all material respects with any and violations all of Laws applicable theretothe restrictions and other provisions included in the Permitted Liens, and there are no matters that create, or that with notice or the passage of time would create, a material default under any of the documents evidencing the Permitted Liens; (ix) there are no condemnation proceedings pending or, to the Company’s knowledge, threatened with respect to any portion of the Leased Real Property. None of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. To the knowledge of the Company, each of the Company and its Subsidiaries has all permits or licenses necessary to use its Leased Real Property, except where the failure to obtain such permits or licenses would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iv) As used in this Agreement, the term “Permitted Liens” means (i) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice for amounts (x) which are not due and payable, (y) that are not more than $500,000 in amount, individually, as to any Owned Real Property or Leased Real Property, or (z) that are not more than $5,000,000 in amount, in the aggregate as to all Owned Real Property and Leased Real Property, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) Liens pursuant to (x) the Fifth Amended and Restated Loan Agreement, as amended, dated as of June 29, 2001, by and among the Company, Citizens Bank of Massachusetts, HSBC Bank USA, National Association, and TD Banknorth, N.A. (the “Loan Agreement”), (y) the Mortgage, Assignment of Rents and Security Agreement, dated as of March 1, 1999, as amended, by and between Birch Pond Realty Corporation and Xxxx Xxxxxxx Real Estate Finance, Inc., (the “Xxxxxx Facility Loan”), and (z) the Master Security Agreement, dated as of December 23, 1998, as amended, by and between DM Management Company and Citizens Leasing Corporation, and the related Secured Promissory Note No. 5, dated May 30, 2003 (collectively, the “Security Agreement”).

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and marketable title to, or a valid titleleasehold interest or interest as a licensee in, the properties and assets used or held for use by it, located on its Premises, or shown on the Latest Balance Sheet or acquired after the date thereof. Except as provided in Exhibit 3.1(g)(i), as of the Effective TimeClosing, PropCo all of the Acquired Assets will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property be owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liens other than Encumbrances except for the Retained Liabilities. Since June 30, 1999, the Company has not entered into any Permitted Liens and contract or made any Lien affecting solely the interest commitment to sell all or any part of its assets. The Acquired Assets constitute all of the landlord thereunder. Each Company Real Property Lease isreal, personal and after giving effect to the Distribution will bemixed assets and property, validboth tangible and intangible, binding and in full force and effectincluding Intellectual Property, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord which are being used or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing held for use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation conduct of the business and operations of the Company, consistent with historical and current practices. The Company owns or leases all equipment and other tangible assets necessary for the conduct of its business thereonas presently conducted and as presently proposed to be conducted. Neither Each such tangible asset material to the Company's operations has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). All leases of real property between the Company and any Shareholder, officer or director or any relative or affiliate thereof are on fair market terms (including rent at fair market value). None of the Shareholders, nor any of its Subsidiaries relative or affiliate thereof, own any asset, tangible or intangible, which is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property used in the operation business of the business conducted thereon as currently conductedCompany, other than real property leased to the Company at fair market value which leases are disclosed in Schedule 3.1(h). (cii) Section 3.15(c) The Premises constitute all of the Company Disclosure Letter contains a list of each Vessel real property, buildings and such list includes all Vessels improvements used by the Company and in its Subsidiaries in business. To the conduct best knowledge of the Company’s Shareholders, the Premises have been occupied, operated and its Subsidiaries’ businessmaintained by the Company in accordance with applicable Legal Requirements. The Company has not received notice of violation of any Legal Requirement or a Subsidiary of the Company owns and has good and merchantable title Permit relating to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the its operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard owned or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, leased properties. (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its SubsidiariesNo party to any lease with respect to any Premises has repudiated any provision thereof, and (iv) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoany such lease.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, Each Borrower and except for the Excluded Company Real Property, (i) either the Company or a each Borrower Subsidiary of the Company has good and valid titlemarketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted except Liens securing the Obligations and any Lien affecting solely the interest Liens permitted under Section 9.03. Substantially all of the landlord thereunder. Each Company Real material assets and Property Lease isowned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and after giving effect to the Distribution will berepair, validordinary wear and tear excepted, binding is free and in full force and effect, subject to the limitation clear of any known defects except such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (defects as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, do not substantially interfere with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing continued use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of normal operations, and is able to serve the Company’s function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not of such assets in a manner that has, or is reasonably be expected likely to have, individually or in the aggregate, a material adverse effect on the operations or business Material Adverse Effect. Schedule 6.01-V contains a true and complete list of the Company and its Subsidiaries, taken as a whole, (i) all of the Real Property owned in fee simple by each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental EntityCredit Party, (ii) each Vessel is owned bya true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition a true and repair and are adequate complete list of all bailees at which there is, or is reasonably expected to be, (A) for the usea period of 30 days or more during any twelve-month period, occupancy and operation Inventory with a Fair Market Value of the business $250,000 or more or (B) at any time, Inventory with a Fair Market Value of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto$1,000,000 or more.

Assets and Properties. (a) Except as set forth in Section 3.15 7.13 of the Company Seller Disclosure Letter, Letter and except for the Excluded Company Real Property, real property subject to the Belterra Park Purchase Agreement (i) either the Company Companies or a Subsidiary of the Company Companies has good and valid title, and as of the Effective Time, PropCo Closing Date will have good and valid title, subject only to (A) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished at or prior to the Closing Date, (B) Permitted Closing Liens, and (C) any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each material real property owned by any of the Company Companies or any Subsidiary of the Company their Subsidiaries (such owned property collectively, the “Company Companies Owned Real Property”) and (ii) either the Company Companies or a Subsidiary of the Company Companies has a good and valid leasehold interest, and as of the Effective TimeClosing Date, PropCo the Companies or a Subsidiary of the Companies will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company Companies or any of its their Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company Companies or any of its their Subsidiaries are conducted) (such property, collectively, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any (A) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished on or prior to the Closing Date, (B) Permitted Closing Liens, and (C) any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution consummation of the transactions contemplated by this Agreement and receipt of any consents required under any Company Real Property Lease from the landlords thereunder, will be, valid, binding and in full force and effect, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. Except as set forth in Section 7.13 of the limitation of such enforcement by the Remedies Exceptions. No Seller Disclosure Letter, no uncured default of a material nature on the part of the any Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the CompanySeller, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a7.13(a) of the Company Seller Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There Other than the Belterra Park Purchase Agreement and the transactions contemplated therein, (i) there are no material leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There ; and (ii) there are no material outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company no Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leasesOther than the Oil and Gas Interests and the building lease described on Schedule 4.07(b), subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are has no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedleased real property. (c) Section 3.15(c) Insofar as the title claims and demands of all persons claiming, or to claim any interest in the Company Disclosure Letter contains a list of each Vessel Oil and such list includes all Vessels used by Gas Interests, Sellers, the Company and its Subsidiaries in specially warrant by, through or under Sellers, the conduct Company or its Subsidiaries, but not otherwise that: (i) except for the Permitted Liens, the Oil and Gas Interests are free and clear of all liens, security interests, encumbrances, and other burdens; (ii) with respect to each of the Company’s Wxxxx set forth in Schedule B, the ownership by Company and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of Subsidiaries entitles the Company and its SubsidiariesSubsidiaries to receive, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, after giving effect to the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned byPermitted Liens, a citizen decimal share of the United Statesoil, pursuant to 46 U.S.C. §50501, gas and other hydrocarbons produced from such Well not less than the decimal share set forth in Schedule B as amended, the “Net Revenue Interest” for such Well and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of causes the Company and its Subsidiaries to be obligated to bear a decimal share of the cost of operation of such Well not greater than the decimal share set forth in Schedule B as the “Working Interest” for such Well, and such shares of production which Company and its Subsidiaries are entitled to receive, and shares of expenses which Company and its Subsidiaries are obligated to bear, are not subject to change (unless the Net Revenue Interest for such asset is greater than the Net Revenue Interest set forth on Schedule B in the same proportion as any increase in such Working Interest); provided, however, that it is agreed that (x) a matter which would otherwise result in a breach of the special title warranty given pursuant to this Section 4.07(c) or which would otherwise result in a Title Defect, and which arises other than by, through or under the Sellers, the Company or its Subsidiaries, shall not constitute a breach of the special warranty given pursuant to this Section 4.07(c) or a breach of any other representation or warranty made by the Company or the Sellers under this Agreement, (y) any Losses caused by any breach of the special title warranty given pursuant to this Section 4.07(c) shall in no event exceed the Allocated Values of the applicable Oil and Gas Interests or Well for which such special title warranty is not accurate, and (ivz) a matter which would otherwise result in a breach of the special title warranty given pursuant to this Section 4.07(c), shall not constitute a breach of the special title warranty given pursuant to this Section 4.07(c) unless the Loss to Buyer resulting from such matter exceeds the Individual Title Defect Threshold and the Aggregate Deductible (any Buyer offsets to the knowledge Aggregate Deductible as of the Company, Closing shall be carried over in the improvements situated on determination of whether a matter exceeds the Vessels are free from structural defects and violations of Laws applicable theretoAggregate Deductible under this Section).

Assets and Properties. (a) Except as set forth The Company and its Subsidiaries have good title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of July 31, 2006 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any properties and assets disposed of in the ordinary course of business since July 31, 2006, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens Liens). The Company and any Lien affecting solely its Subsidiaries own, have a valid leasehold interest in, or have the interest valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 3.24(a) of the landlord thereunder. Each Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company’s and its Subsidiaries’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) in all material respects for the operation of their businesses as presently conducted. (b) Neither the Company nor any of its Subsidiaries owns any Owned Real Property. (c) Section 3.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease isdocument). The Company has made available to Parent and Acquisition Corp. a complete and accurate copy of each such Lease. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, and after giving effect neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Distribution will beCompany and its Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the Transactions do not require the consent of or notice to any other party to such Lease, subject will not result in a breach of or default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part Closing; (iii) none of the Company or, if applicableCompany, its Subsidiary orSubsidiaries, nor, to the knowledge of the Company, any other party to the landlord Lease is in material breach or sublandlord thereunder (as applicable)default under such Lease and neither the Company nor any of its Subsidiaries is aware of any event, exists under any Company Real Property Lease, and no event which has occurred or circumstance exists which, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a Company Real Property such Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and ; (iv) to the knowledge of the Company, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not be redeposited in full; (v) the improvements situated other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (vi) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vii) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no Liens on the Vessels estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, none of the Leases contains any material capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, “Permitted Liens” shall mean (i) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business for amounts which are free from structural defects not due and violations payable and which would not, individually or in the aggregate, reasonably be expected to be material, (ii) such easements, covenants and other restrictions or encumbrances of Laws applicable theretorecord as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties or (iii) liens granted under the Credit Agreement.

Assets and Properties. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good, marketable and valid title to, free and clear of all Liens, or holds pursuant to valid and enforceable leases or license, all of the tangible personal property and assets that are reflected on the most recent balance sheet included in the Company Financial Statements or acquired after the date of such balance sheet, subject to Permitted Liens and except for dispositions of such property and assets by the Company or a Subsidiary of the Company in the ordinary course of business consistent with past practice. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries are, together with the contemplated capital expenditures set forth in Section 3.15 the Company’s fiscal 2015 budget and capital expenditure plan (the “Company 2015 Budget”) (copies of which have been made available to Parent), in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted, and the Company Disclosure Letterand its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens other than Permitted Liens, except for in each case as would not, individually or in the Excluded aggregate, reasonably be expected to result in a Company Real PropertyMaterial Adverse Effect. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has good and valid title, title to each material real property (and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property at which material operations of the Company or any of its Subsidiaries are conducted) owned by the Company or any Subsidiary of the Subsidiary, other than Company Real Property Leases (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, interest in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (including or real property at which material operations of the Company or any of its Subsidiaries are conducted) (such propertyproperty subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens Liens, and other than any Lien affecting solely conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the interest existing use of the landlord thereunderreal property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Each Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (A) each Company Real Property Lease is, and after giving effect to the Distribution will be, is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No Exceptions and (B) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable)thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a3.17(b) of the Company Disclosure Letter Schedule sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (bc) There Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting granting any person the right to use or occupy any material portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There , and (ii) except for such arrangements solely among the Company and its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) Except as set forth in Section 3.15 Each of Holdings, the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company Company's Subsidiaries has good and marketable title to all of its material assets and Property (tangible and intangible) owned by it or a valid titleleasehold interest in all of its material leased assets (except for Liens permitted under Section 9.03 and minor defects in title which do not interfere with their ability to conduct their business as presently conducted insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, except Liens other than any Permitted securing the Obligations and Liens and any Lien affecting solely the interest permitted under Section 9.03. As of the landlord thereunder. Each Company Closing Date Schedule 6.01-V contains a true and complete list of (i) all of the Real Property Lease isowned in fee simple by each of Holdings, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of and the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, 's Subsidiaries as of the date hereofClosing Date, (ii) a true and complete list of all Leases in effect on the Closing Date the annual rental payments under which exceed $250,000 and (iii) a true and complete list of all warehouses in which there is, or is reasonably expected to be, (i) for a period of 30 days or more during any twelve-month period, Inventory with a fair market value of $250,000 or more or (ii) at any time, Inventory with a fair market value of $1,000,000 or more. Substantially all of the Company Owned Real assets and Property and owned by or leased to Holdings, the Company Leased Real Property. (b) There and/or each such Subsidiary are no leasesin adequate operating condition and repair, subleasesordinary wear and tear excepted, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There and are no outstanding options or rights of first refusal in favor free and clear of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein known defects except such defects that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect do not substantially interfere in any material respect with the existing continued use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries thereof in the conduct of normal operations. Except for Liens granted to Lender, or the Company’s and its Subsidiaries’ business. The Senior Revolving Lenders, neither this Agreement nor any other Transaction Document, nor any transaction contemplated herein or therein, shall affect any right, title or interest of Holdings, the Company or a such Subsidiary of the Company owns in and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not of such assets in a manner that shall have or is reasonably be expected likely to have, individually or in the aggregate, have a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoMaterial Adverse Effect.

Assets and Properties. (a) Except The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Section 3.15 Schedule 2.06(a), (b) liens for taxes not yet due and ---------------- payable or due but not delinquent or being contested in good faith by appropriate proceedings, and (c) except as set forth in Schedule 2.06(a), ---------------- the assets owned or leased by the Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by the Company Disclosure Letter, are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Schedule 2.06(c) sets forth a list of all real ---------------- property owned by the Excluded Company (the "Owned Real Property"). With respect to the Owned Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of marketable title in fee simple to the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and Encumbrances except as disclosed in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicableSchedule 2.06(c), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a(ii) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There there are no outstanding ---------------- options or rights of first refusal in favor of any other party to purchase any Company the Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United Statestherein, (iii) the Vessels there are in sufficient condition and repair and are adequate for the useno leases, occupancy and operation subleases, licenses, options, rights, concessions or other agreements, affecting any portion of the business of the Company and its SubsidiariesOwned Real Property, and (iv) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Owned Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. (d) Schedule 2.06(d) sets forth a list of all real ---------------- property leased by the Company (the "Leased Real Property"). The Stockholders have made available to Buyers true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on Schedule 2.06(d), (A) each such lease or sublease is legal, valid, binding and ---------------- enforceable and in full force and effect and (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party consent under any such lease or sublease. (e) Except as set forth on Schedule 2.06(e), (i) none of ---------------- the Stockholders, or the Company has received, notice of any pending or, to the knowledge of the Stockholders, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Owned Real Property or the Leased Real Property, (ii) the Owned Real Property, the Leased Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein does not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon, (iii) none of the Stockholders or the Company has received, written notice of a material violation of the restrictions or laws described in the foregoing clause (ii), and (iv) none of the structures or improvements situated on any of the Vessels are free from structural defects Owned Real Property or the Leased Real Property encroaches upon real property of another person or entity, and violations no structure or improvement of Laws applicable theretoanother person or entity encroaches upon any of the Owned Real Property or the Leased Real Property, which would materially interfere with the use thereof in the ordinary course of business.

Assets and Properties. (a) Except as set forth The Company and its Subsidiaries have good title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of January 31, 2007 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any properties and assets disposed of in the ordinary course of business since January 31, 2007, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens Liens). The Company and any Lien affecting solely its Subsidiaries own, have a valid leasehold interest in, or have the interest valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 3.24(a) of the landlord thereunder. Each Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company’s and its Subsidiaries’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) in all material respects for the operation of their businesses as presently conducted. (b) Neither the Company nor any of its Subsidiaries owns any Owned Real Property. (c) Section 3.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease isdocument). The Company has made available to Parent and Acquisition Corp. a complete and accurate copy of each such Lease. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, and after giving effect neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Distribution will beCompany and its Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the Transactions do not require the consent of or notice to any other party to such Lease, subject will not result in a breach of or default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part Closing; (iii) none of the Company or, if applicableCompany, its Subsidiary orSubsidiaries, nor, to the knowledge of the Company, any other party to the landlord Lease is in material breach or sublandlord thereunder (as applicable)default under such Lease and neither the Company nor any of its Subsidiaries is aware of any event, exists under any Company Real Property Lease, and no event which has occurred or circumstance exists which, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a Company Real Property such Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and ; (iv) to the knowledge of the Company, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not be redeposited in full; (v) the improvements situated other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (vi) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vii) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no Liens on the Vessels estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, none of the Leases contains any material capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, “Permitted Liens” shall mean (i) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business for amounts which are free from structural defects not due and violations payable and which would not, individually or in the aggregate, reasonably be expected to be material, (ii) such easements, covenants and other restrictions or encumbrances of Laws applicable theretorecord as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties or (iii) liens granted under the Credit Agreement.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, Each Borrower and except for the Excluded Company Real Property, (i) either the Company or a each Borrower Subsidiary of the Company has good and valid titlemarketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under SECTION 9.03), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted except Liens securing the Obligations and any Lien affecting solely the interest Liens permitted under SECTION 9.03. Substantially all of the landlord thereunder. Each Company Real material assets and Property Lease isowned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and after giving effect to the Distribution will berepair, validordinary wear and tear excepted, binding is free and in full force and effect, subject to the limitation clear of any known defects except such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (defects as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, do not substantially interfere with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing continued use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of normal operations, and is able to serve the Company’s function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not of such assets in a manner that has, or is reasonably be expected likely to have, individually or in the aggregate, a material adverse effect on the operations or business Material Adverse Effect. SCHEDULE 6.01-V contains a true and complete list of the Company and its Subsidiaries, taken as a whole, (i) all of the Real Property owned in fee simple by each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental EntityCredit Party, (ii) each Vessel is owned by, a true and complete list of all Leases in effect on the Closing Date will be owned by, with annual rental payments which exceed $100,000 or with Inventory at any time with a citizen Fair Market Value of the United States, pursuant to 46 U.S.C. §50501, as amended$1,000,000 or more, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition a true and repair and are adequate complete list of all Bailees at which there is, or is reasonably expected to be, (A) for the usea period of 30 days or more during any twelve-month period, occupancy and operation Inventory with a Fair Market Value of the business $250,000 or more or (B) at any time, Inventory with a Fair Market Value of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto$1,000,000 or more.

Assets and Properties. (a) Except as set forth in Section 3.15 The Borrower and each of the Company Disclosure Letter, and except for the Excluded Company Real Property, its Restricted Subsidiaries has (i) either the Company legal title to all of its material assets and properties (tangible and intangible, real or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property personal) owned by the Company it or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interestinterest in all of its material leased assets, and as of the Effective Time, PropCo will have good all such assets and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, except Liens other than any Permitted Liens and any Lien affecting solely the interest permitted under Section 7.03(b). All of the landlord thereunder. Each Company Real Property Lease ismaterial assets and properties owned by, and after giving effect leased to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement or used by the Remedies Exceptions. No uncured default of a material nature on the part Borrower and/or each such Restricted Subsidiary of the Company orBorrower are in adequate operating condition and repair, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, ordinary wear and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Propertytear excepted. (ba) There are no leasesThe Borrower and each Restricted Subsidiary owns, subleasesor is licensed to use, licensesall Intellectual Property including without limitation all trademarks, service marks, trade names, trade dress, copyrights, patents, designs and other intellectual property rights necessary for, used in, or other agreements affecting any portion held for use in, their respective businesses, and the conduct of their respective businesses, including the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Intellectual Property by the Company Borrower and the Restricted Subsidiaries, does not infringe upon, misappropriate, or its Subsidiaries in otherwise violate the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase Person, except for any Company Owned Real Property such infringement, misappropriation, or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to haveother violation that, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the operations use of any Intellectual Property by the Borrower or business any Restricted Subsidiary, or the validity or effectiveness of any such Intellectual Property, nor does the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and Borrower know any valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and basis for any such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to claim. To the knowledge of the CompanyBorrower, there is no infringement, misappropriation or other violation by any Person of Intellectual Property necessary for, used in, or held for use in, the improvements situated on respective businesses of the Vessels are free from structural defects Borrower or any Restricted Subsidiary, except for such infringement, misappropriation or other violation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Restricted Subsidiary in and violations to any of Laws applicable theretosuch assets in a manner that would reasonably be expected to have a Material Adverse Effect.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the No Company or Subsidiary owns any real property. Schedule 4.9 hereto contains a Subsidiary list of the Company has good and valid title, and as each parcel of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned leased or subleased by the a Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the or in which a Company or a Subsidiary of the Company has a good any real estate interest and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material lease agreement under which the a Company or Subsidiary has any of its Subsidiaries uses direct or occupies or has the right to use or occupy indirect leasehold interest in any real property (collectively, “Real Property”). Schedule 4.9 hereto also contains a list of all inventory and equipment owned by the Companies and Subsidiaries as of July 31, 2007. The Companies and the Subsidiaries are in possession of all of their Real Property. The Companies and the Subsidiaries own outright, have good, valid and marketable title to and are in possession of all of their owned tangible properties and tangible assets, whether real, personal or mixed, including real property at which operations without limitation all of the tangible properties and tangible assets reflected in the Company Financials and those acquired since July 31, 2007 (except in each case for properties and assets sold or any otherwise disposed of since July 31, 2007 in the ordinary course of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”business consistent with past practice), in each case, free and clear of all Liens mortgages, liens, pledges, security interests, charges, claims, restrictions and other than encumbrances and defects of title of any Permitted Liens nature whatsoever, except liens for current taxes not yet due and any Lien affecting solely the interest payable and items disclosed on Schedule 4.9 hereto. Except as disclosed on Schedule 4.9 hereto, all leases, subleases, licenses, permits and authorizations of the landlord thereunder. Each Companies and the Subsidiaries in any manner related to the Real Property, assets, properties or businesses of the Companies and Subsidiaries and all other instruments, documents and agreements pursuant to which a Company Real Property Lease isor Subsidiary has obtained the right to use any real or personal property are in good standing, valid and effective in accordance with their respective terms, and after giving effect there is not under any of such leases, subleases, licenses, permits, authorizations, instruments, documents or agreements any existing default by any Company or Subsidiary (or to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part Knowledge of the Company or, if applicable, its Subsidiary or, to Management Sellers the knowledge of the Company, the landlord other parties thereto) or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, which with the giving of notice, the passage notice or lapse of time, or both, would constitute a default by any Company or Subsidiary (or to the Knowledge of the Management Sellers the other parties thereto). (b) Except as disclosed on Schedule 4.9 hereto, the tangible assets, Real Property, SourceCF Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights of the Companies and Subsidiaries are all of the assets, Real Property, SourceCF Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights necessary and sufficient: (i) for the operation of the businesses of the Companies and Subsidiaries in substantially the same manner as customarily conducted over the twelve-month period preceding the date hereof and (ii) for the Companies and Subsidiaries to operate such businesses on a stand-alone basis after the Closing consistent with past practices. (c) All material breach facilities, buildings, vehicles, equipment, furniture and fixtures, leasehold improvements and other material items of tangible personal property owned, leased or default under a Company used by the Companies and Subsidiaries are in good operating condition and repair, subject to normal wear and tear and routine maintenance, are useable in the regular and ordinary course of the Companies’ and the Subsidiaries’ business and conform to all applicable laws, ordinances, codes, rules and regulations relating thereto and to the construction, use, operation and maintenance thereof. (d) To the Knowledge of the Management Sellers, the Real Property Lease. Section 3.15(a) includes without limitation all machinery, equipment, appliances and fixtures necessary or useful for the proper supply of heat, ventilation, air conditioning, electricity, water service, fire protection, gas and lighting service to the Company Disclosure Letter sets forth a correct and complete list, as of buildings that are located on the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (be) There Since January 1, 2001, no notice has been received by any Management Seller, either Company or either Subsidiary from the holder of any mortgage or from any insurance company that has issued a policy with respect to the Real Property or by any Board of Fire Underwriters, or other body exercising similar functions, claiming any defects or deficiencies with respect to the Real Property, or requesting performance of any demolition, repairs, alterations or other work to the Real Property. (f) To the Knowledge of the Management Sellers: (i) no public or private nuisance condition currently exists, or to the Knowledge of any Management Seller, Company or Subsidiary has existed, on or with respect to the Real Property; (ii) the Real Property has adequate connections to sanitary sewer, storm sewer, water, electricity, gas, telephone and all other necessary utilities and services, and there are no leasescircumstances or conditions which exist which would result in termination of such connections; (iii) there is no present or threatened ban, subleases, licenses, rights moratorium or other agreements affecting limitation of any portion of kind on new connections or additional flows to any sewage treatment plant serving or to serve the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject conveyance facilities leading to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and sewage treatment plant; and (iv) to the knowledge of the Companyno work has been performed at, and no materials have been or will be furnished to, the improvements situated on Real Property which might give rise to any mechanics’, materialmen’s or other lien against the Vessels are free from structural defects and violations of Laws applicable theretoReal Property.

Assets and Properties. (a) Except as set forth in Section 3.15 Each of the Company Disclosure Letter, Issuers and except for the Excluded Company Real Property, their respective Subsidiaries owns and has (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, marketable fee simple title (or its equivalent under applicable state law) to its real properties (other than real properties which it leases from others) subject to no Lien of any kind except Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) good title to all of its other properties and assets (other than properties and assets which it leases from others), subject to no Lien of any kind except Permitted Liens. Schedule 4.11 sets forth a true and complete list and brief description of all real Property owned or leased, as the case may be, by either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company Issuer or any of its respective Subsidiaries uses on the date hereof, together with a true and complete list of all deeds of real Property owned by such Persons or occupies leases of real Property to 36 36 which any of such Persons is a Party, identifying the parties to each such lease and the real Property to which it relates, and which deeds and leases are shown on the title policies insuring title to such real Property. True and complete copies of all such deeds and real and personal Property leases, together with all amendments, modifications and supplements thereto to the date hereof, have been delivered to the Purchaser or has its representatives. (b) The material assets and material Properties owned by, leased to or used by either Issuer and its respective Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, are free and clear of any known defects except such defects as do not materially interfere with the right to continued use or occupy any real property (including real property at which thereof in the conduct of normal operations of such Issuer or its respective Subsidiaries, and are able to serve the Company function for which they are currently being used in all material respects. The assets owned by, leased to or used by such Issuer or its respective Subsidiaries listed on Schedule 4.11 constitute all of the material assets used in the conduct of the business of such Issuer and its respective Subsidiaries as presently conducted, and neither this Agreement nor any Related Document, nor any transaction contemplated under any such agreement or document, will materially adversely affect any right, title or interests of such Issuer or any of its respective Subsidiaries are conductedin and to any of such assets. (c) (such property, Each of the “Company Leased Real Property” Issuers and such its Subsidiaries enjoys peaceful and undisturbed possession under all leases, subleases and other agreements arewhether of realty or personalty, collectivelyto which it is respectively a party, the “Company Real Property Leases”), in each case, free and clear none of all Liens other than which contains any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease isunusual or burdensome provisions, and after giving effect to the Distribution will be, valid, binding all such leases are valid and subsisting and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part None of the Company or, if applicable, Issuers or its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a Subsidiaries is in material breach or default under a Company Real Property Lease. Section 3.15(a) violation of the Company Disclosure Letter sets forth a correct and complete listterms of any such lease, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are Issuers knows of no leases, subleases, licenses, rights material breach or other agreements affecting violation of any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property leases by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedthird party. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but The Seller does not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy own any real property interest other than its leasehold interests in the Premises. The Seller leases all buildings, and either owns or leases all machinery, equipment and other assets necessary for the conduct of its businesses as presently conducted. To the best knowledge of the Shareholders and the Seller, the Premises comply in all respects with the Americans with Disabilities Act, are free from defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair and are suitable for the purposes for which they presently are used. To the best knowledge of the Shareholders and the Seller, the Premises have received all approvals of Governmental Authorities (including real property at which operations Permits) required in connection with the occupation and operation thereof and have been occupied, operated and maintained in accordance with applicable Legal Requirements. The Premises are supplied with all utilities and other services necessary for the operation of said facilities. All of the Company or any tangible Acquired Assets are located on the Premises. The Seller owns all of its Subsidiaries are conducted) (such propertythe Acquired Assets, including, without limitation, the “Company Leased Real Property” properties and such leases, subleases and other agreements are, collectively, assets reflected in the “Company Real Property Leases”), in each caseLatest Balance Sheet or acquired since the date thereof, free and clear of all Liens other than Encumbrances. The Seller has not received notice of violation of any Permitted Liens and any Lien affecting solely Legal Requirement, Order or Permit relating to its operations or its owned or leased properties. (ii) All leases for the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding Premises are valid and in full force and effecteffect in accordance with their respective terms and there is not, subject to the limitation under any of such enforcement by the Remedies Exceptions. No uncured leases, any existing default or event of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord default or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving notice or lapse of notice, the passage of time, time or both, would constitute a material breach default. No party to any such lease has repudiated any provision thereof, and there are no disputes, oral agreements or default under a Company Real Property Leaseforbearance programs in effect as to any such lease. Section 3.15(aOne or more of the Shareholders have good and marketable title to the Premises described in Exhibit 1.1(f) as being owned by them, and to the best knowledge of the Seller, the Shareholders and directors and officers (and employees responsible for lease matters) of the Company Disclosure Letter sets forth a correct Seller, the other Persons have good and complete listmarketable title to the Premises described in Exhibit 1.1(g) as being owned by them, as in each case free and clear of any Encumbrance, easement, covenant or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants and other restrictions which do not impair the date hereofcurrent use, occupancy or value, or the marketability of title, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, property subject to any Permitted Liensthereto. Except as would not reasonably be expected to have, individually or set forth in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.Exhibit 3.1

Assets and Properties. (a) Except as set forth in Section 3.15 The Borrower and each of the Company Disclosure Letter, and except for the Excluded Company Real Property, its Restricted Subsidiaries has (i) either the Company legal title to all of its material assets and properties (tangible and intangible, real or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property personal) owned by the Company it or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interestinterest in all of its material leased assets, and as of the Effective Time, PropCo will have good all such assets and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, except Liens other than any Permitted Liens and any Lien affecting solely the interest permitted under Section 7.03(b). All of the landlord thereunder. Each Company Real Property Lease ismaterial assets and properties owned by, and after giving effect leased to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement or used by the Remedies Exceptions. No uncured default of a material nature on the part Borrower and/or each such Restricted Subsidiary of the Company orBorrower are in adequate operating condition and repair, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, ordinary wear and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Propertytear excepted. (b) There are no leasesThe Borrower and each Restricted Subsidiary owns, subleasesor is licensed to use, licensesall Intellectual Property including without limitation all trademarks, service marks, trade names, trade dress, copyrights, patents, designs and other intellectual property rights necessary for, used in, or other agreements affecting any portion held for use in, their respective businesses, and the conduct of their respective businesses, including the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Intellectual Property by the Company Borrower and the Restricted Subsidiaries, does not infringe upon, misappropriate, or its Subsidiaries in otherwise violate the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase Person, except for any Company Owned Real Property such infringement, misappropriation, or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to haveother violation that, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the operations use of any Intellectual Property by the Borrower or business any Restricted Subsidiary, or the validity or effectiveness of any such Intellectual Property, nor does the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and Borrower know any valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and basis for any such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to claim. To the knowledge of the CompanyBorrower, there is no infringement, misappropriation or other violation by any Person of Intellectual Property necessary for, used in, or held for use in, the improvements situated on respective businesses of the Vessels are free from structural defects Borrower or any Restricted Subsidiary, except for such infringement, misappropriation or other violation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Restricted Subsidiary in and violations to any of Laws applicable theretosuch assets in a manner that would reasonably be expected to have a Material Adverse Effect.

Assets and Properties. (a) Except The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the May 31, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Section 3.15 Schedule 2.06(a), (b) liens for taxes not yet due and payable or due but not delinquent or liens being contested in good faith by appropriate proceedings, and (c) except as set forth in Schedule 2.06(a), the assets owned or leased by the Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible personal property and assets owned or utilized by the Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. (c) The Company Disclosure Letter, does not own any real property. (d) Schedule 2.06(d) sets forth a list of all real property leased by the Company (the "Leased Real Property"). The Stockholders have made or will make available within thirty (30) days of the Closing Date to Buyers true and except for complete copies of all leases and subleases relating to the Excluded Company Leased Real Property. With respect to the Leased Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of leasehold estates in the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other than any Permitted Liens utilities required for the construction, use, occupancy, operation and any Lien affecting solely the interest maintenance of the landlord thereunder. Each Company Leased Real Property Lease isare adequate in all material respects for the use, occupancy, operation and after giving effect maintenance thereof, as currently conducted or currently exists. Except as set forth on Schedule 2.06(d), to the Distribution will besuch Stockholder's knowledge, (A) each such lease or sublease is legal, valid, binding and enforceable and in full force and effect, subject to effect and (B) the limitation consummation of such enforcement the transactions contemplated by the Remedies Exceptions. No uncured default of this Agreement will not cause a material nature breach or require any third party consent under any such lease or sublease. (e) Except as set forth on the part of Schedule 2.06(e), (i) neither such Stockholders nor the Company or, if applicable, its Subsidiary has received notice of any pending or, to the knowledge of such Stockholder, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Leased Real Property, (ii) the Leased Real Property, the use and occupancy thereof by the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s Business thereon and its Subsidiaries’ business. The Company therein does not violate any applicable law consisting of building codes, zoning, subdivision or a Subsidiary other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Company owns Business thereon and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) neither such Stockholder nor the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation Company has received written notice of a material violation of the business of restrictions or laws described in the Company and its Subsidiaries, and foregoing clause (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoii).

Assets and Properties. (a) Except as set Schedule 3.10(a) sets forth a correct and complete list of all material computer hardware and material computer devices used in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, Business (i) either that are located at the Company corporate headquarters of Seller Parent, or (ii) in respect of which the corporate IT department of Seller Parent otherwise maintains a Subsidiary list in the Ordinary Course of Business. The Acquired Entities (after giving effect to the Company has good and valid title, and as of the Effective Time, PropCo will Contribution) have good and valid marketable title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens (other than any Permitted Liens and any Lien affecting solely the Liens), to, or a leasehold interest in or a right to use, all of the landlord thereundermaterial properties and assets (including Owned IP), tangible or intangible, that are (a) reflected on the Latest Balance Sheet or (b) used or held for use in the conduct of the Business. Each Company Real Property Lease isThe tangible assets and properties of the Acquired Entities are in good operating condition (normal wear and tear excepted) in all material respects and are fit in all material respects for use in the Ordinary Course of Business. As of the date of the Contribution and prior to giving effect to the Contribution, LLC Seller, Seller Parent and its Affiliates have good and marketable title, free and clear of all Liens (other than Permitted Liens) to, or a leasehold interest in or a right to use, all of the Contributed Assets. As of the date of the Contribution and after to giving effect to the Contribution, LLC Holdco has good and marketable title, free and clear of all Liens (other than Permitted Liens) to, or a leasehold interest in or a right to use, all of the Contributed Assets. (b) Except (i) for the services to be provided by Sellers and their Affiliates pursuant to the Transition Services Agreement, which are set forth on Schedule 3.10(b)(i) and (ii) as set forth on Schedule 3.10(b)(ii), the assets and property of the Acquired Entities (after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part Contribution) constitute all of the Company orrights, if applicable, its Subsidiary or, assets and properties necessary to conduct the knowledge of Business immediately following the Company, Closing as currently conducted and as conducted in the landlord or sublandlord thereunder three (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a3) of the Company Disclosure Letter sets forth a correct and complete list, as of months prior to the date hereof. Except as set forth on Schedule 3.10(b)(iii), of the Company Owned Real Property and the Company Leased Real Property. (b) There there are no leasesrights, subleases, licenses, rights assets or other agreements affecting any portion of the Company Owned Real Property properties used in or the Company Leased Real Property that would reasonably be expected to adversely affect the existing held for use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in for the operation of the business conducted thereon as currently conducted. Excluded Business (c) Section 3.15(c) but not the operation of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used Business) that are owned or licensed by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company an Acquired Entity or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned byor licensed by the Acquired Entities immediately following the Closing, a citizen of except for the United States, services provided pursuant to 46 U.S.C. §50501, as amendedto, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Companyrights under, the improvements situated on Processing Services Agreement and the Vessels are free from structural defects and violations of Laws applicable theretoTransition Services Agreement.

Assets and Properties. (a) Except as The Companies, the China Asset Seller (with respect to the China Business) and the Transferred Subsidiaries hold valid legal (and, in the case of Owned Real Property, good and marketable indefeasible fee simple) title to, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar Contract, all of the material assets reflected on the balance sheet set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and Financial Statements as of the Effective TimeBalance Sheet Date or otherwise used in and material to the Business other than assets sold, PropCo will have good and valid titleor used pursuant to any lease, subject to Permitted Liens and any encumbrances and obligations license or similar contract that run with has terminated, in each case after the land Balance Sheet Date (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property LeasesAssets”), in each casecase free and clear of any Liens other than Permitted Liens. The machinery, equipment and other tangible assets of the Companies and the Transferred Subsidiaries that are used in and material to the operations of the Business are in good operating condition and repair in all material respects, subject to normal wear and tear. China Asset Seller has valid title to all of the material China Assets, free and clear of all any Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder Liens. (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. b) Section 3.15(a2.10(b) of the Company Seller Disclosure Letter sets forth a correct and complete listlists, as of the date hereof, all material real property owned by the Companies or any of the Company Transferred Subsidiaries or included in the China Assets (together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto, the “Owned Real Property Property”). Section 2.10(b) of the Seller Disclosure Letter also lists the address and the Company Leased owner of each parcel of Owned Real Property. (b) There are no leases. Other than the right of Buyer pursuant to this Agreement, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There there are no outstanding options options, rights of first offer or rights of first refusal in favor of any other party to purchase any Company such Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use therein. Except as set forth on Section 2.10(b) of the Company Owned Real Property by Seller Disclosure Letter, none of the Company in the operation of its business thereon. Neither the Company nor Companies, Transferred Subsidiaries or China Asset Seller has leased, subleased or licensed to any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person third-party the right to use or occupy a material portion any of a Company the Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedProperty. (c) Section 3.15(c2.10(c) of the Company Seller Disclosure Letter contains a list lists, as of each Vessel and such list includes the date hereof, all Vessels real property leased, subleased, licensed or otherwise occupied by the Companies or any of the Transferred Subsidiaries or used by the Company and its Subsidiaries China Asset Seller in the conduct of the Company’s Business (the “Leased Real Property”, and its Subsidiaries’ businessthe leases, subleases, licenses and other occupancy agreements pursuant to which such real property is leased, subleased, licensed or otherwise occupied, including all amendments, modifications and other supplements thereto, collectively the “Leases”) and sets forth the address, landlord and tenant for each Lease. The There is no existing material default or material breach under any Lease by the Company or a the Transferred Subsidiary party thereto or, to the Knowledge of Sellers, by any other party thereto. True, correct and complete copies of the Company owns and has good and merchantable title Leases have been made available to Buyer. (d) To the VesselsKnowledge of Sellers, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its date hereof, none of the Companies, Transferred Subsidiaries, taken as a wholeor China Asset Seller has received written notice from any Governmental Authority of any pending or threatened (i) Litigation or other governmental action to modify the zoning classification of all or any part of the Owned Real Property or Leased Real Property or (ii) governmental moratoria materially affecting the Owned Real Property or Leased Real Property or any other impediments that are reasonably likely to materially interfere with the use or disposition of the Owned Real Property or Leased Real Property or the value or operations of the Owned Real Property or Leased Real Property following the Closing. (e) To the Knowledge of the Sellers, (i) each Vessel the use being made of the Owned Real Property and Leased Real Property is currently documented in material conformity with and has a current and valid certificate the certificates of inspection occupancy issued by, the United States Coast Guard or other applicable Governmental Entityfor such properties, (ii) each Vessel the Owned Real Property and Leased Real Property is owned byin material compliance with all building, fire, zoning and other laws, ordinances and regulations applicable thereto, including, as applicable, the Americans with Disabilities Act, in all material respects, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient Owned Real Property and Leased Real Property and the present use and condition and repair and are adequate for the usethereof do not materially violate any applicable deed restrictions or other covenants, occupancy and operation of the business of the Company and its Subsidiariesrestrictions or agreements, and site plan approvals, zoning or subdivision regulations or urban redevelopment plans applicable thereto, as modified by any duly issued variances. (ivf) There is no pending or, to the knowledge Knowledge of the CompanySellers, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretothreatened Litigation or other proceeding to condemn or take by eminent domain any Owned Real Property.

Assets and Properties. (a) Except as set forth The Company and its Subsidiaries have good title to, or a valid leasehold interest in Section 3.15 or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and its Subsidiaries as of August 27, 2005 or acquired after the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than any properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens and any Lien affecting solely the interest as of the landlord thereunder. Each Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property Lease isor any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and after giving effect a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Distribution will beCompany and its Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of will not result in a material nature breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the part Closing; (iii) none of the Company or, if applicableCompany, its Subsidiary Subsidiaries, or, to the knowledge of the Company, any other party to the landlord Lease is in material breach or sublandlord thereunder (as applicable), exists material default under any Company Real Property Lease, such Lease and no event has occurred or circumstance exists whichevent, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a Company Real Property such Lease. Section 3.15(a; (iv) the other party to such Lease is not an Affiliate of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither Subsidiaries; (v) neither the Company nor any of its Subsidiaries is currently subleasinghas subleased, licensing licensed or otherwise granting granted any person Person the contractual right to use or occupy a material portion of a Company Owned such Leased Real Property or any portion thereof; (vi) neither the Company Leased Real Property that would reasonably be expected to adversely affect nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any material respect interest therein; and (x) there are no Liens on the existing use of estate or interest created by such Company Owned Real Property or Company Leased Real Property Lease except for Permitted Liens. Except as set forth in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c4.24(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct Schedule, none of the Company’s and its Subsidiaries’ business. The Company Leases contain any capital expenditure requirements or a Subsidiary remodeling obligations of the Company owns or any of its Subsidiaries other than ordinary maintenance and has good and merchantable title to the Vesselsrepair obligations. (d) For purposes of this Agreement, subject to any "Permitted Liens. Except as " shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its SubsidiariesSubsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iviii) liens pursuant to the knowledge of the Companythat certain loan agreement with The CIT Group/Business Credit, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.Inc.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company Each Credit Party Entity has good and valid titlemarketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by any Credit Party Entity is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof Credit Agreement in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. To the best knowledge of Borrower, each Mortgaged Property is free of structural defects and all building systems contained therein are in good working order subject to ordinary wear and tear. Neither this Agreement nor any other than Loan Document, nor any Permitted Liens and transaction contemplated under any Lien affecting solely the such agreement, will affect any right, title or interest of any Credit Party Entity in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the landlord thereunder. Each Company Real Property Lease isowned in fee simple by each Credit Party, and after giving effect to the Distribution will beshowing, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part as of the Company or, if applicable, its Subsidiary or, to the knowledge of the CompanyClosing Date, the landlord street address, county or sublandlord thereunder other relevant jurisdiction, state, record owner and book and the reasonable good faith estimated fair value thereof, (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute ii) a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct true and complete listlist of all Leases, showing, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leasesstreet address, subleases, licenses, rights county or other agreements affecting any portion relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost and approximate rentable square footage thereof, together with identification of the Company Owned Real Property which locations have Inventory with a Fair Market Value of $1,100,000 or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned bymore, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition a true and repair and are adequate complete list of all Bailees at which there is, or is reasonably expected to be, (A) for the usea period of 30 days or more during any twelve-month period, occupancy and operation Inventory with a Fair Market Value of the business $275,000 or more or (B) at any time, Inventory with a Fair Market Value of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto$1,100,000 or more.

Assets and Properties. (a) The Company and any Company Subsidiary does not and to the Company’s knowledge has never owned any real property. (b) Section 4.16(b) of the Company Disclosure Letter sets forth (a) the address of all Leased Real Property (b) the identification of the lease, license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, together with all exhibits, addendum, riders and other documents constituting a part thereof where the Company or any Company Subsidiary is the tenant or subtenant of any real property (collectively, the “Leases”), (c) the identity of the lessor, lessee, and current occupant (if different than the lessee) of the applicable Leased Real Property, and (d) the length of term for the tenancy (without consideration of renewal or termination options). Except as set forth in Section 3.15 4.16(b) of the Company Disclosure Letter, and except for with respect to each of the Excluded Company Real Property, Leases: (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (includingEnforceability Exception, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, is legally valid, binding binding, enforceable and in full force and effecteffect and there are no material disputes with respect to such Lease; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, subject will not result in a breach of or default under such Lease, or otherwise permit any landlord to terminate, recapture or accelerate rent or cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of Closing; (iii) neither the Company oror Company Subsidiary is in breach or default under such Lease, if applicable, its Subsidiary orand, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or a Company Subsidiary has a good and valid title to a leasehold estate in each Leased Real Property LeaseProperty. Section 3.15(a) of the Company Disclosure Letter sets forth a True correct and complete list, as copies of the date hereof, of the Company Owned Real Property Leases have been delivered to or made available to Parent and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Sub. The Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use constitutes all of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing real property used or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used occupied by the Company and its Subsidiaries any Company Subsidiary in connection with the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, any Company Subsidiary as currently operated and is sufficient therefore. (ivc) to the knowledge Each of the CompanyCompany and the Company Subsidiaries has title to, the improvements situated on the Vessels are or a valid leasehold interest in, as applicable, all personal property used by them in their respective businesses free from structural defects and violations clear of Laws applicable theretoany Liens, except for Permitted Liens. Such personal property and Leased Real Property (taken as a whole) is in all material respects in good operating condition and repair, ordinary wear and tear excepted.

Assets and Properties. (a) Except as set forth in Section 3.15 The Acquiror does not own any real property. The Acquiror Real Estate is the only parcel of real property leased, occupied or otherwise used by the Acquiror. As of the Company Disclosure LetterAgreement Date, there are no facts known to the Acquiror that materially and adversely affect the Acquiror’s current possession, use or occupancy of the Acquiror Real Estate. To the knowledge of the Acquiror, all utilities serving the Acquiror Real Estate are installed and operating and are sufficient to enable the Acquiror Real Estate to continue to be used and operated consistent with past practices, and any so-called hook-up fees or other associated charges accrued to date have been fully paid. Pursuant and subject to the Acquiror Lease, the Acquiror has valid leasehold interests in the Acquiror Real Estate which afford the Acquiror valid leasehold possession of the Acquiror Real Estate free and clear of all Encumbrances, except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) Encumbrances and (ii) either all other Encumbrances, matters, terms and conditions set forth in the Acquiror Lease. To the knowledge of the Acquiror, the Acquiror Real Estate is not subject to any order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Acquiror, are any such proceedings threatened. The Acquiror has heretofore provided or made available to the Company or a Subsidiary true, correct and complete copies of the Company has a good and valid leasehold interestall leases, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease subleases and other material agreement agreements in the Acquiror’s records under which the Company or any of its Subsidiaries Acquiror uses or occupies occupies, or has the right to use or occupy any real occupy, now or in the future, the Acquiror Real Estate, including all modifications, amendments and supplements thereto. (b) The tangible property of the Acquiror that is used in the operations of its business is (including real i) in good operating condition and repair, subject to normal wear and tear, and (ii) not obsolete, dangerous or, to the knowledge of the Acquiror, in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All tangible property at which used in the operations of the Company or any Acquiror is reflected on the Acquiror Balance Sheet to the extent required under GAAP to be so reflected. (c) The Acquiror has good and valid title to all of its Subsidiaries are conducted) personal property reflected on the Acquiror Balance Sheet or acquired after the Acquiror Balance Sheet Date (such except interests in personal property sold or otherwise disposed of since the Acquiror Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to personal property, valid leasehold interests in such properties and assets which afford the “Company Leased Real Property” and Acquiror valid leasehold possession of the personal property that is the subject of such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Encumbrances, except (a) Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease isEncumbrances, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights such imperfections of title and non-monetary Encumbrances as do not and will not detract from or other agreements affecting any portion of interfere with the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasingpersonal property subject thereto or affected thereby, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation impair business operations of the business conducted thereon as currently conducted. Acquiror, and (c) Section 3.15(c) the rights of the Company Disclosure Letter contains a list of each Vessel and landlords or lessors under such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoleasehold interests.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, Each Borrower and except for the Excluded Company Real Property, (i) either the Company or a each Borrower Subsidiary of the Company has good and valid titlemarketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted except Liens securing the Obligations and any Lien affecting solely the interest Liens permitted under Section 9.03. Substantially all of the landlord thereunder. Each Company Real material assets and Property Lease isowned by, leased to, or used by each Borrower and/or each Borrower Subsidiary is in adequate operating condition and after giving effect to the Distribution will berepair, validordinary wear and tear excepted, binding is free and in full force and effect, subject to the limitation clear of any known defects except such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (defects as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, do not substantially interfere with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing continued use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of normal operations, and is able to serve the Company’s function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of any Borrower or any Borrower Subsidiary in and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not of such assets in a manner that has, or is reasonably be expected likely to have, individually or in the aggregate, a material adverse effect on the operations or business Material Adverse Effect. Schedule 6.01-V contains a true and complete list of the Company and its Subsidiaries, taken as a whole, (i) all of the Real Property owned in fee simple by each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental EntityCredit Party, (ii) each Vessel is owned bya true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any time with a Fair Market Value of $1,000,000 or more, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition a true and repair and are adequate complete list of all Bailees at which there is, or is reasonably expected to be, (A) for the usea period of 30 days or more during any twelve-month period, occupancy and operation Inventory with a Fair Market Value of the business $250,000 or more or (B) at any time, Inventory with a Fair Market Value of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto$1,000,000 or more.

Assets and Properties. (a) Schedule 2.12(a) to the Disclosure Letter identifies each parcel of real property that will be owned by any of the Edgetech Entities as of the Closing Date (the “Edgetech Owned Real Estate”). Except as set forth on Schedule 2.13 and Schedule 2.12(a), the applicable Edgetech Entity has good, marketable and indefeasible fee simple title to the parcel of Edgetech Owned Real Estate, free and clear of any Encumbrance, except for installments of special assessments not yet delinquent and recorded easements or covenants which do not impair the current use, occupancy, value or marketability of title of the property subject thereto. (b) Schedule 2.12(b) to the Disclosure Letter identifies each parcel of real property that will be leased or subleased by any Edgetech Entity as of the Closing Date (the “Edgetech Leased Real Estate”, and together with the Edgetech Owned Real Estate, the “Edgetech Real Estate”) and identifies the applicable lease agreement for such Edgetech Leased Real Estate. (c) With respect to each parcel of Edgetech Real Estate: (i) except for the Ohio EPA Order, there are no pending or, to the knowledge of Parent or Holdco, threatened, Proceedings relating to the Edgetech Real Estate or other matters affecting adversely the current use, occupancy or value thereof; (ii) the description for the parcel of Edgetech Real Estate contained in the deed or lease thereof, as the case may be, describes such parcel fully and adequately; (iii) all facilities located on the Edgetech Real Estate have received all material permits required in connection with the ownership, occupation or operation thereof and have been operated and maintained in accordance with applicable laws; and (iv) except for the rights of LMI Custom Mixing LLC, there are no contracts granting to any Person any option, interest in, right to purchase or right of pre-emption, first refusal, surrender or determination of any parcel of Edgetech Real Estate, or any portion thereof, or interest therein. (d) The Edgetech Entities have adequate rights of ingress and egress into any Edgetech Real Estate and there are no facts known to Parent or Holdco that could reasonably be expected to materially and adversely affect the possession, use or occupancy of the Edgetech Real Estate. To the knowledge of Parent and Holdco, all utilities serving the Edgetech Real Estate are installed and operating and are sufficient to enable the Edgetech Real Estate to continue to be used and operated consistent with past practices, and any so-called hook-up fees or other associated charges accrued to date have been fully paid. Except as set forth on Schedule 2.12(d), all Edgetech Leased Real Estate is leased free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances that do not and would not be reasonably expected to interfere with the use of such property in the ordinary course consistent with past practices. To the knowledge of Parent and Holdco, no Edgetech Real Estate is subject to any order to be sold or condemned, expropriated, compulsorily purchased or otherwise taken by any public authority with or without payment of compensation therefore, nor to the knowledge of Parent or Holdco is any such proceeding threatened. (e) Except as set forth in Section 3.15 of on Schedule 2.6(b) to the Company Disclosure Letter, Edgetech Germany has all necessary public authorizations in full force and except effect which are required for the Excluded Company Real Property, (i) either the Company or a Subsidiary operation of the Company has good its intended business on the premises in Heinsberg, Germany. (f) Parent and valid titleHoldco have provided or made available to Acquiror true, correct and as complete copies of all leases, subleases and other agreements under which any of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries Edgetech Entities uses or occupies occupies, or has the right to use or occupy occupy, now or in the future, any real Edgetech Leased Real Estate, including all modifications, amendments and supplements thereto. (g) The tangible property of the Edgetech Entities that is used in the operations of its business is (including real property at which i) in normal operating condition and repair, subject to normal wear and tear, and (ii) not obsolete or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any of its Subsidiaries Edgetech Entities are conducted) (such property, reflected on the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect Balance Sheet to the Distribution will be, valid, binding and in full force and effect, subject extent required under GAAP to be so reflected. (h) Schedule 2.12(h) to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct list of each tangible asset and complete list, item of personal property of the Edgetech Entities with a net book value in excess of $20,000 as of the date hereof, of the Company Owned Real Property and the Company Leased Real PropertyAgreement Date. (bi) There are no leasesExcept for the improvements currently being installed or planned for installation at the Heinsberg, subleasesGermany facility, licenses, rights the properties and assets owned or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property leased by the Company or its Subsidiaries in Edgetech Entities include all properties and assets reasonably necessary for the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) Edgetech Entities after the Closing in substantially the same manner as prior to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoClosing.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company Each Credit Party Entity has good and valid titlemarketable title to all of the Collateral and all other material assets and Property (tangible and intangible) owned by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets or by the existence of any Liens permitted under Section 9.03), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens except Liens securing the Obligations and Liens permitted under Section 9.03. Substantially all of the material assets and Property owned by, leased to, or used by any Credit Party Entity is in adequate operating condition and repair, ordinary wear and tear excepted, is free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations, and is able to serve the function for which they are currently being used, except in each case where the failure of such asset to meet such requirements has not, or is not reasonably likely to have a Material Adverse Effect. To the best Knowledge of Borrower, each Mortgaged Property is free of structural defects and all building systems contained therein are in good working order subject to ordinary wear and tear. Neither this Agreement nor any other than Loan Document, nor any Permitted Liens and transaction contemplated under any Lien affecting solely the such agreement, will affect any right, title or interest of any Credit Party Entity in and to any of such assets in a manner that has, or is reasonably likely to have, a Material Adverse Effect. Schedule 6.01-V contains a true and complete list of (i) all of the landlord thereunder. Each Company Real Property Lease isowned in fee simple by each Credit Party, and after giving effect to the Distribution will beshowing, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part as of the Company or, if applicable, its Subsidiary or, to the knowledge of the CompanyClosing Date, the landlord street address, county or sublandlord thereunder other relevant jurisdiction, state, record owner and book and the reasonable good faith estimated fair value thereof, (as applicable), exists under ii) a true and complete list of all Leases with annual rental payments which exceed $100,000 or with Inventory at any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete listshowing, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leasesstreet address, subleases, licenses, rights county or other agreements affecting any portion relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost and approximate rentable square footage thereof, together with identification of the Company Owned Real Property which locations have Inventory with a Fair Market Value of $1,100,000 or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned bymore, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition a true and repair and are adequate complete list of all bailees at which there is, or is reasonably expected to be, (A) for the usea period of 30 days or more during any twelve-month period, occupancy and operation Inventory with a Fair Market Value of the business $275,000 or more or (B) at any time, Inventory with a Fair Market Value of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto$1,100,000 or more.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject marketable title to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any all of its Subsidiaries uses or occupies or has the right to use or occupy any real property assets (including real property at which operations of all assets reflected on the Company or any of its Subsidiaries are conductedLatest Balance Sheet) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any except for Permitted Liens and any Lien affecting solely Liens. The assets owned or leased by the interest Company constitute all the assets that are used or held for use by the Company in the conduct of the landlord thereunderCompany’s business (and are sufficient in order to conduct the Company’s business) as presently conducted by the Company and as conducted by the Company during the twelve (12) month period preceding the Closing Date. (b) The assets of the Company (i) have been maintained and repaired in the Ordinary Course of Business, (ii) are in such condition and repair, reasonable wear and tear excepted, as is suitable for the purposes for which they are presently used by the Company, and (iii) are free from material defects (patent and latent). (c) The Company owns no, and has never owned any, real property. (d) The real property leased or demised by the leases described on Section 3.08(d) of the Disclosure Schedule, (the “Leased Real Property”) constitutes all of the real property used, occupied or leased by the Company. Each Company Except as set forth on Section 3.08(d) of the Disclosure Schedule, the Leased Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and leases are in full force and effect, subject and the Company holds a valid and existing leasehold interest in the Leased Real Property under each such lease. The Company has delivered or made available to Parent (in the Data Room) true, correct and complete copies of each of the leases described on Section 3.08(d) of the Disclosure Schedule, and none of such leases has been modified in any respect, except to the limitation of extent that such enforcement modifications are disclosed by the Remedies Exceptionscopies delivered or made available to Parent. No uncured default of a material nature on the part of Neither the Company or, if applicable, its Subsidiary ornor, to the knowledge Company’s knowledge, any other party to the Leased Real Property leases, is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Leased Real Property leases and, to the Company’s knowledge, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or bothif not remedied, would constitute result in a default by any party other than the Company in any material breach or default respect under a Company the Leased Real Property Leaseleases. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned The Leased Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion all of the Company Owned Real Property or material fixtures and improvements thereon are in good operating condition without material structural defects and are suitable, sufficient and appropriate for their current uses. The use and operation of the Company Leased Real Property that would reasonably be expected to adversely affect in the existing use conduct of such Company Owned Real Property the Company’s business do not violate any Law, Order, covenant, condition, restriction, easement, license, Permit, agreement, Contract or right of any Person. No material improvements constituting a part of the Company Leased Real Property encroach on real property owned or leased by the Company or its Subsidiaries in the operation of its business thereonanother Person. There are no outstanding options Actions pending nor, to the Company’s knowledge, threatened against or rights of first refusal in favor of any other party to purchase any Company Owned affecting the Leased Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually nature or in the aggregate, a material adverse effect on the operations lieu of condemnation or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoeminent domain proceedings.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letterand AVP Subsidiaries have good title to, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary legal, valid, binding, enforceable and in full force and effect leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company has good and valid title, and AVP Subsidiaries as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with date hereof or acquired after the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since the date hereof, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). Company and AVP Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. All of Company’s and AVP Subsidiaries’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Neither Company nor any Permitted Liens and AVP Subsidiary owns any Lien affecting solely the interest real property. (c) Section 3.24(c) of the landlord thereunder. Each Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease is, and after giving effect document) used or intended to be used in or otherwise related to the Distribution will bebusiness. Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither Company nor any AVP Subsidiary are party to any oral Leases. Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to Company and AVP Subsidiaries, such Lease is legal, valid, binding binding, enforceable and in full force and effecteffect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of will not result in a material nature breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the part Closing; (iii) none of the Company orCompany, if applicableAVP Subsidiaries, its Subsidiary or, to Company’s Knowledge, any other party to the knowledge of the Company, the landlord Lease is in material breach or sublandlord thereunder (as applicable), exists material default under any Company Real Property Lease, such Lease and no event has occurred or circumstance exists whichevent, with the passage of time or giving of notice, the passage of time, notice or both, would constitute a material breach or default under a such Lease; (iv) the other party to such Lease is not an Affiliate of Company or any AVP Subsidiary; (v) neither Company nor any AVP Subsidiary has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property Leaseor any portion thereof; (vi) neither Company nor any AVP Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 3.15(a3.24(c) of the Company Disclosure Letter sets forth a correct and complete listSchedule, as none of the date hereof, Leases contain any capital expenditure requirements or remodeling obligations of the Company Owned Real Property or any AVP Subsidiary other than ordinary maintenance and the Company Leased Real Propertyrepair obligations. (bd) There are no leasesFor purposes of this Agreement, subleases“Permitted Liens” shall mean (i) statutory landlord’s, licensesmechanic’s, rights carrier’s, workmen’s, repairmen’s or other agreements affecting any portion of the Company Owned Real Property similar Liens arising or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries incurred in the operation ordinary course of its business thereon. There for amounts which are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that not due and payable and which would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect on the operations or business of the Company Material Adverse Effect and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented for which appropriate reserves have been established by Company in accordance with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental EntityGAAP, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant Liens relating to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel deposits made in the coastwise ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade of the United Statescontracts or other similar agreements, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and Liens securing executory obligations under any lease that constitutes an “operating lease,” (iv) to such easements, covenants and other restrictions or encumbrances of record as do not materially affect the knowledge ownership or use of the Companyproperties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties and (v) Liens for taxes or governmental assessments, charges or claims the improvements situated on payment of which is not yet due, or Liens for taxes the Vessels validity of which are free from structural defects being contested in good faith by appropriate proceedings and violations of Laws applicable theretoas to which appropriate reserves have been established by Company in accordance with GAAP.

Assets and Properties. (a) Except for leased assets, all the Assets are reflected in the Financial Statements. SCHEDULE 3.9(A) lists all of the Assets leased by the --------------- Company or MTN as of the date of this Agreement and the location of such Assets. Neither the Company nor MTN owns any interest in fee in any real property. (b) Except as set forth in Section 3.15 the Financial Statements or as otherwise disclosed on SCHEDULE 3.9(B), the Company and MTN owns or leases all of its --------------- Assets free and clear of all Encumbrances and has good title to (or, in the case of the Company Disclosure LetterAssets that are leased or licensed, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and interests or interests as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any a licensee in) all of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)Assets subject, in each case, free and clear only to (i) statutory or common law Encumbrances arising or incurred in the Ordinary Course of all Liens other than any Permitted Liens and any Lien affecting solely Business with respect to which the interest underlying objections are not delinquent or the validity of which is being contested in good faith by appropriate proceedings, (ii) Encumbrances for Taxes not yet delinquent or the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and validity of which is being contested in full force and effect, subject to the limitation of such enforcement good faith by the Remedies Exceptions. No uncured default of a material nature appropriate proceedings (which are listed on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicableSchedule 3.9(b)), exists under any Company Real Property Lease, and no event has occurred (iii) Encumbrances which constitute valid ---------------- leases or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by subleases from the Company or its Subsidiaries MTN to third parties (which are listed on Schedule 3.9(b)), and (iv) Encumbrances and defects in title disclosed on SCHEDULE 3.9(B) (the types of Liens described in the operation of its business thereonforegoing clauses (i) through (iv) being referred to in this Agreement as "Permitted Encumbrances"). There are no outstanding options Except for the Permitted Encumbrances, all Encumbrances on the Assets will be removed on or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect before the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedClosing Date. (c) Section 3.15(c) of Except as set forth on SCHEDULE 3.9(C), the Company Disclosure Letter contains a list of each Vessel Assets constitute all material real, personal and such list includes all Vessels mixed assets, rights and property, both tangible and intangible, which are being used by the Company and its Subsidiaries and/or MTN in the conduct of its respective business, consistent with historical and current practices. (d) All of the Company’s and its Subsidiaries’ business. The tangible Assets, when used by the Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or MTN in the aggregateOrdinary Course of Business, a material adverse effect on the operations or business of the Company and its Subsidiariesconsistent with industry standards, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition good working order, reasonable wear and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretotear excepted.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and marketable title to, or a valid titleleasehold interest or interest as a licensee in, the properties and as assets used or held for use by it, located on its Premises, or shown on the Latest Balance Sheet or acquired after the date thereof. As of the Effective TimeClosing, PropCo all of the Acquired Assets will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property be owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liens other than any Permitted Liens Encumbrances except for the Assumed Liabilities; provided, however, that PentaStar and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, Acquiror hereby acknowledge and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of agree that the Company orhas not trademarked its name or "NCI" and has not performed or requested a trademark search. Accordingly, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event it is possible some other Person has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of trademarked the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property name or "NCI" or some form thereof and the Company Leased Real Property. (b) There does not warrant that there are no leasesother Persons using its name, subleasesexcept that the Company does represent and warrant that it has not granted any Person the right to use the Company's name or "NCI" or any deviation thereof. Since November 30, licenses1999, rights the Company has not entered into any contract or other agreements affecting made any portion commitment to sell all or any part of its assets. The Acquired Assets constitute all of the Company Owned Real Property real, personal and mixed assets and property, both tangible and intangible, including Intellectual Property, which are being used or the Company Leased Real Property that would reasonably be expected to adversely affect the existing held for use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation conduct of the business and operations of the Company, consistent with historical and current practices. The Company owns or leases all equipment and other tangible assets necessary for the conduct of its business thereonas presently conducted. Neither Each such tangible asset material to the Company nor any Company's operations has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). All leases of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by real property between the Company and its Subsidiaries in the conduct any Shareholder, officer or director or any relative or affiliate thereof are on fair market terms (including rent at fair market value). None of the Company’s and its Subsidiaries’ business. The Company Shareholders, nor any relative or a Subsidiary of the Company owns and has good and merchantable title to the Vesselsaffiliate thereof, subject to own any Permitted Liens. Except as would not reasonably be expected to haveasset, individually tangible or intangible, which is used in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its SubsidiariesCompany, and (iv) other than real property leased to the knowledge Company at fair market value, which leases are set forth on Exhibit 3.1(h). (ii) The Company does not lease the Premises, but employees of the CompanyCompany occupy space in the premises of OC Mergerco 2, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoInc. in Seattle, Washington.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and valid titleright, title and as interest in and to or, in the case of the Effective Timeleased properties or properties held under license, PropCo will have good and valid titleleasehold or license interests in, subject to Permitted Liens all of its assets and any encumbrances and obligations that run with the land (properties, including, but not limited to, easements all of the machinery, equipment, terminals, computers, vehicles, and right-of-way agreements)all other assets and properties (real, personal or mixed, tangible or intangible) reflected in the Latest Balance Sheet and all of the assets purchased or otherwise acquired since the date of the Latest Balance Sheet, except those assets and properties disposed of in the ordinary course of business after the date of the Latest Balance Sheet. The Company holds title to each real such property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, asset free and clear of all Liens Liens, except Permitted Liens. (b) The (i) current use and operation of all real property is in compliance with all Applicable Laws (including without limitation laws relating to parking, zoning and land use) and public and private covenants and restrictions except where non-compliance would not be reasonably likely to have a Material Adverse Effect on the Company, (ii) Company has not received written notice of noncompliance with any Applicable Laws and (iii) utilities, access and parking, if any, for each such real property are adequate for the current use and operation of each such real property. There are no zoning, building code, occupancy restriction or other than land-use regulation proceedings or any Permitted Liens and proposed change in any Lien Applicable Laws, which could materially detrimentally affect the use or operation by the Company of any real property, nor has the Company received any written notice of any special assessment proceedings affecting solely the interest real property, or applied for any change to the zoning or land use status of the landlord thereunderreal property. Each The Company Real Property Lease ishas obtained all licenses, permits, approvals, easements and after giving effect to the Distribution will be, valid, binding rights of way (and all such items are currently in full force and effect) required from any Governmental Authority having jurisdiction over each real property or from private parties for the current use and operation of each real property except where the failure to obtain such licenses, subject permits, approvals, easements and rights of way would not be reasonably likely to the limitation of such enforcement by the Remedies Exceptions. No uncured default of have a material nature Material Adverse Effect on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of Company. Neither the Company, nor any Subsidiary is a foreign person, as the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. term foreign person is defined in Section 3.15(a1445(f)(3) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real PropertyCode. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) Except as set forth in Section 3.15 Each of Holdings, the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company Company's Subsidiaries has good and marketable title to all of its material assets and Property (tangible and intangible) owned by it or a valid titleleasehold interest in all of its material leased assets (except for Liens permitted under Section 9.03 and minor defects in title which do not interfere with their ability to conduct their business as presently conducted insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and as of the Effective Time, PropCo will have good all such assets and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries Property are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, except Liens other than any Permitted securing the Obligations and Liens and any Lien affecting solely the interest permitted under Section 9.03. As of the landlord thereunder. Each Company Closing Date Schedule 6.01-V contains a true and complete list of (i) all of the Real Property Lease isowned in fee simple by each of Holdings, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of and the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, 's Subsidiaries as of the date hereofClosing Date, (ii) a true and complete list of all Leases in effect on the Closing Date the annual rental payments under which exceed $250,000 and (iii) a true and complete list of all warehouses in which there is, or is reasonably expected to be, (i) for a period of 30 days or more during any twelve-month period, Inventory with a fair market -118- value of $250,000 or more or (ii) at any time, Inventory with a fair market value of $1,000,000 or more. Substantially all of the Company Owned Real assets and Property and owned by or leased to Holdings, the Company Leased Real Property. (b) There and/or each such Subsidiary are no leasesin adequate operating condition and repair, subleasesordinary wear and tear excepted, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There and are no outstanding options or rights of first refusal in favor free and clear of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein known defects except such defects that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect do not substantially interfere in any material respect with the existing continued use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries thereof in the conduct of normal operations. Except for Liens granted to the Company’s Agent for the benefit of the Agent, the Issuing Banks and its Subsidiaries’ business. The the Lenders, neither this Agreement nor any other Transaction Document, nor any transaction contem plated herein or therein, shall affect any right, title or interest of Holdings, the Company or a such Subsidiary of the Company owns in and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not of such assets in a manner that shall have or is reasonably be expected likely to have, individually or in the aggregate, have a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoMaterial Adverse Effect.

Assets and Properties. (a) Except as set forth in Section 3.15 The Company does not own any real property. Schedule 4.9 hereto contains a description of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary each parcel of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned leased or subleased by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of in which the Company has a good any real estate interest and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material lease agreement under which the Company has any direct or any of its Subsidiaries uses or occupies or has the right to use or occupy indirect leasehold interest in any real property (collectively, “Real Property”). Schedule 4.9 hereto also contains a list of all inventory and equipment owned by the Company as of December 31, 2014. The Company owns outright, has good, valid and marketable title to and is in possession of all of its owned Real Property and other owned properties and assets, whether real, personal or mixed, including real property at which operations without limitation all of the properties and assets reflected in the Company Financials and those acquired since December 31, 2014 (except in each case for properties and assets sold or any otherwise disposed of since December 31, 2014 in the ordinary course of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”business consistent with past practice), in each case, free and clear of all Liens mortgages, liens, pledges, security interests, charges, claims, restrictions and other than encumbrances and defects of title of any Permitted Liens nature whatsoever, except liens for (i) current Taxes that are not yet due and payable and items disclosed on Schedule 4.9 hereto or that are being contested in good faith and for which appropriate reserves have been established on the Company Financials, (ii) covenants, restrictions, conditions, easements, rights of way, zoning ordinances and other similar liens affecting Company leased Real Property, in each case which do not detract from the value of, or impair in any Lien affecting solely respect the interest existing use of, the Company leased Real Property except in a de minimis respect, (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated under applicable laws, and (iv) statutory liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented and statutory liens in favor of carriers, warehousemen, mechanics and materialmen, or other similar liens incurred in the ordinary course of business consistent with past practice. (b) The assets, Real Property, Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights of the landlord thereunder. Each Company are all of the material assets, Real Property Lease isProperty, Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights necessary and sufficient: (i) for the operation of the businesses of the Company in substantially the same manner as currently conducted and (ii) for the Company to operate such businesses on a stand-alone basis after giving effect the Closing in all material respects consistent with past practices; provided, however, that the Sellers are not making any representation or warranty pursuant to this Section 4.9(b) regarding whether the Distribution will beCompany’s cash and other working capital items are sufficient. (c) All material facilities, validbuildings, binding vehicles, equipment, furniture and fixtures, leasehold improvements and other material items of tangible personal property (excluding inventory) owned, leased or used by the Company are in full force good operating condition and effectrepair, subject to normal wear and tear and routine maintenance, are useable in all material respects in the limitation of such enforcement manner in which they are presently being used. (d) Since January 1, 2013, no written notice has been received by the Remedies Exceptions. No uncured default of a material nature on the part of any Seller or the Company or, if applicable, its Subsidiary or, from the holder of any mortgage or from any insurance company that has issued a policy with respect to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving by any Board of notice, the passage of timeFire Underwriters, or bothother body exercising similar functions, would constitute a claiming any material breach defects or default under a Company deficiencies with respect to the Real Property Lease. Section 3.15(a) Property, or requesting performance of any material demolition, repairs, alterations or other work to the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (be) There are no leases, subleases, licenses, rights No public or other agreements affecting any portion of the Company Owned Real Property private nuisance condition currently exists on or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material with respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoReal Property.

Assets and Properties. (a) a. Except as set forth in Section 3.15 of the Company Disclosure LetterSchedules 2.9(a) or (b) or Schedule 2.12, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited title to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interestinterests in, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and or other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations all of the Company or any assets used in its operations prior to the date of its Subsidiaries are conducted) (such propertythis Agreement, including, without limitation, the “assets reflected on the Company Leased Real Property” and such leases, subleases and other agreements are, collectively, Financials (except for assets sold since the “date of the balance sheet included in the Company Real Property Leases”Financials), in each case, free and clear of any mortgages, pledges, security interests, encumbrances, material restrictions or adverse claims. Except as set forth in Schedule 2.9(a), all Liens other than any Permitted Liens of such assets are in good operating condition, normal wear and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease istear excepted, and after giving effect to are adequate and suitable for the Distribution will bepurposes for which they are presently being used. b. Except as set forth in Schedule 2.9(a), valid, binding and in full force and effect, subject to since the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part most recent date of the Company orFinancials, if applicablethere has not occurred any transfer of title from the Company (other than in the ordinary course of business), any abandonment, any pilferage or any other material loss by the Company with respect to any of its Subsidiary orproperty, plant or equipment. c. Schedule 2.9(b) sets forth a complete and correct list of each parcel of real property (collectively, the "Real Property") leased to the knowledge Company or otherwise used by the Company (a "Lease"). The Company does not own any real property. Except as set forth in Schedule 2.9(b): i. Each Lease is a valid and binding obligation of the Company, and the landlord Shareholder and the Company do not have any knowledge that any of such Leases are not valid and binding obligations of each of the other parties thereto; ii. Neither the Company nor any other party to a Lease is in default with respect to any material term or sublandlord thereunder (as applicable), exists under any Company Real Property Leasecondition thereof, and no event has occurred or circumstance exists whichthat, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute a material breach default thereunder or default under would cause the acceleration of any obligation of any party thereto or the creation of a Company lien or encumbrance upon any asset of the Company; iii. All of the buildings, fixtures and other improvements located on the Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct are in good operating condition and complete listrepair, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leasesoperation thereof as presently conducted is not in violation of any material applicable code, subleases, licenses, rights zoning ordinance or other agreements affecting any portion applicable law or regulation; iv. The Company holds valid and effective certificates of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected occupancy, underwriters' certificates relating to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property electrical work, zoning, building, housing, safety, fire and health approvals and all other permits and licenses required by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party applicable laws relating to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted.Real Property, except where the lack of any such permits or licenses will not have a Material Adverse Effect; (c) Section 3.15(c) of v. To the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business knowledge of the Company and its Subsidiariesthe Shareholder, taken as a wholeno portion of the Real Property (A) contains or has been used in any manner at any previous time for the storage, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued bydisposal, the United States Coast Guard treatment, processing, production, refinement, generation or other handling of waste contamination, PCBs, asbestos, or other hazardous or toxic substance and there is no contamination, whether of soil, ground water, or otherwise, or other condition that violates any applicable Governmental Entityfederal, state, local, or other law, regulation, code, order, or rule (iian "Environmental Protection Law"), or requires reporting to any governmental authority; (B) each Vessel is owned bycontains underground tanks of any type, and on or any materials containing PCBs or any asbestos; or (C) contains any surface or sub-surface conditions that constitute, or that through the Closing Date will be owned byphysical effects of the passage of time may constitute, a citizen of public or private nuisance; vi. To the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business knowledge of the Company and its Subsidiariesthe Shareholder, no portion of the Real Property has been designated, listed, or identified in any manner by the United States Environmental Protection Agency (the "EPA") or under and (iv) pursuant to any Environmental Protection Law as a hazardous waste or hazardous substance disposal or removal site, Superfund or clean-up site or candidate for removal or closure pursuant to any Environmental Protection Law; and vii. The Company has not received at any time prior to the knowledge of the Companydate hereof a summons, the improvements situated on the Vessels are free citation, notice, directive, letter or other communication, written or oral, from structural defects and violations of Laws applicable thereto.the

Assets and Properties. (a) Except as set forth in Section 3.15 The Company has (i) good and marketable title to all of its assets and properties (whether real, personal or mixed, or tangible or intangible) which it purports to own (including all assets and properties recorded on the balance sheet of the Company Disclosure Letterdated as of January 18, 2000, including cash, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreementsthose assets set forth on Schedule 5.10(a), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company valid leasehold interests in all of its assets and properties which it purports to lease, in each case (with respect to both clause (i) and (ii) above), free and clear of any Liens, other than Permitted Liens. Seller or a Subsidiary of the Company has a good good, valid and valid leasehold interest, and as marketable title to all of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Business Intellectual Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens Liens, other than any Permitted Liens Liens. The delivery by Seller of this Agreement hereby transfers to Buyer good, valid and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect marketable title to the Distribution will beBusiness Intellectual Property, validfree and clear of all Liens, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Propertyother than Permitted Liens. (b) There are no leases, subleases, licenses, rights or other agreements affecting The Company does not own and has not previously owned any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedreal property. (c) Section 3.15(cSchedule 5.10(c) of the Company Disclosure Letter contains a complete and accurate list of each Vessel and such list includes all Vessels used real estate leased, subleased or occupied by the Company pursuant to a Lease (the "LEASED PREMISES"), indicating the ownership, street address and its Subsidiaries in use of each of the conduct Leased Premises (and prior uses to the extent known to the Company) and including a brief description of the Company’s 's rental obligations under each Lease pertaining thereto, its expiration date and its Subsidiaries’ businessrenewal terms and whether there is any requirement of a Consent by the lessor thereunder or any other Person (including any mortgagee, trustee, bondholder or lessor under any xxxxxxxxx) in connection with the execution, delivery or performance of any Transaction Document or the consummation of the Transaction. There are no subleases or other Leases through which the Company has granted any interest in any of the Leased Premises, or any portion thereof, to any Person. (d) The Company or a Subsidiary is not in breach of any of the Company owns and has good and merchantable title to terms of the Vessels, subject Leases relating to any Permitted Liens. Except as would not reasonably be expected to have, individually Leased Premises or in the aggregate, a material adverse effect on the operations any agreement for their grant or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant Rent Deposit Deed relating to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.any

Assets and Properties. (a) Section 3.17.1 Neither the Company nor any Company Subsidiary owns any real property. Except as set forth in Section 3.15 3.17 of the Company Disclosure LetterSchedule, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary each of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company Subsidiaries has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, interest in each material lease, material sublease and other material agreement under which the Company or any all of its Subsidiaries uses or occupies or has the right to use or occupy any leased real property (including real property at which operations of the Company all rights and privileges pertaining or any of its Subsidiaries are conductedrelating thereto) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of any and all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease isliens, and after giving effect except for liens, defects or failures to the Distribution will be, valid, binding and be in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists effect which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except for Permitted Liens. Each of the foregoing real property leases (i) constitutes a legally valid and binding obligation of the Company or Company Subsidiary party thereto and assuming such lease is a legally valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against the Company or the Company Subsidiary party thereto, in each case, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity; and (ii) to the Company’s knowledge is a legally valid and binding obligation of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity, and except, with respect to clauses (i) and (ii) above, as has not had or would not reasonably be expected to have a Company Material Adverse Effect. Except as have not had or would not reasonably be expected to have a Company Material Adverse Effect, (a) none of the Company or the Company Subsidiaries is in breach or default under any such lease and (b) to the Company’s knowledge, none of the landlords or sublandlords under any such lease is in material adverse effect on breach or default of its obligations under such lease. Except as has not had a Company Material Adverse Effect, the operations or business Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under each such lease. Copies of all such leases together with any amendments thereto have heretofore been made available to Parent. Section 3.17.2 Each of the Company and its Subsidiariesthe Company Subsidiaries has title to, taken or a valid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of any and all liens, except for liens, defects in title or failures to be in full force and effect which, individually or in the aggregate, would not reasonably be expected to have a wholeCompany Material Adverse Effect and except for Permitted Liens. Such personal property and owned or leased property are in good operating condition and repair, (i) each Vessel is currently documented with ordinary wear and has a current tear and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned bydeferred maintenance excepted, and on the Closing Date will except for such failures to be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient good operating condition and repair and are adequate for which, individually or in the useaggregate, occupancy and operation of the business of the would not reasonably be expected to have a Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretoMaterial Adverse Effect.

Assets and Properties. (a) Except as set forth in Section 3.15 of the The Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will its Subsidiaries have good and valid titletitle to all of their respective material owned assets and properties (whether real, subject to personal or mixed, or tangible or intangible) (including all owned assets and properties reflected on the Balance Sheets, other than assets and properties disposed of in the ordinary course of business since the Balance Sheet Date) free and clear of any Liens, other than Permitted Liens and any encumbrances and obligations that run with the land Liens. (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary b) Section 3.10(b) of the Company (such owned property collectivelyDisclosure Letter contains a true, the “Company Owned Real Property”) correct and (ii) either the Company complete list of each lease or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under license pursuant to which the Company or any of its Subsidiaries uses leases or occupies licenses the use of any personal property entered into (i) prior to the Balance Sheet Date that provides for annual rental payments of $250,000 or has more and (ii) after the right Balance Sheet Date that provides for annual rental payments of $100,000 or more (each, a “Personal Property Lease”). With respect to use each Personal Property Lease: (a) such Personal Property Lease is valid and binding on the Company and any of its Subsidiaries party thereto and, to the Company’s Knowledge, each other party thereto, and is in full force and effect, (b) there is no material breach or occupy any real property (including real property at which operations of material default under such Personal Property Lease by the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company’s Knowledge, the landlord or sublandlord thereunder any other party thereto, (as applicable), exists under any Company Real Property Lease, and c) no event has occurred that with or circumstance exists which, with without the lapse of time or the giving of notice, the passage of time, notice or both, both would constitute a material breach or material default under a Company Real such Personal Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property Lease by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasingor, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s Knowledge, any other party thereto and its Subsidiaries’ business. The (d) the Company or one of its Subsidiaries that is either the tenant or licensee named under such Personal Property Lease has a Subsidiary good and valid leasehold interest in the personal property that is subject to such Personal Property Lease and is in possession of the Company owns and has good and merchantable title properties purported to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually leased or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable theretolicensed thereunder.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary Each of the Company Company, UST and VNS has good and marketable title to, or a valid titleleasehold interest or interest as a licensee in, the properties and as assets used or held for use by it, located on its Premises, or shown on its Latest Balance Sheet or acquired after the date thereof. As of the Effective TimeClosing, PropCo all of the Acquired Assets will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property be owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liens Encumbrances (other than any the Permitted Liens and any Lien affecting solely Encumbrances in the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effectevent that, subject to Section 4.10, the limitation of such enforcement by Acquiror has not paid off the Remedies Exceptions. No uncured default of a material nature on the part debt to RFC Capital Corporation as of the Company or, if applicable, its Subsidiary or, to the knowledge of Closing). Neither the Company, UST nor VNS has entered into any contract or made any commitment to sell all or any part of its assets, except to the landlord extent that the Permitted Encumbrances could be deemed a contract or sublandlord thereunder (as applicable), exists under any commitment to sell assets. The Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would Acquired Assets constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) all of the Company Disclosure Letter sets forth a correct real, personal and complete listmixed assets and property, as of the date hereofboth tangible and intangible, of the Company Owned Real Property and the Company Leased Real including Intellectual Property. (b) There , which are no leases, subleases, licenses, rights being used or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing held for use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation conduct of the business conducted thereon as currently conducted. (c) Section 3.15(c) and operations of the Company Disclosure Letter contains a list Company, consistent with historical and current practices. The UST/VNS Assets constitute all of each Vessel the real, personal and such list includes all Vessels mixed assets and property, both tangible and intangible, including Intellectual Property, which are being used or held for use by the Company and its Subsidiaries UST or VNS in the conduct of their respective business and operations, consistent with historical and current practices. Each of the Company’s , UST and VNS owns or leases all equipment and other tangible assets necessary for the conduct of its Subsidiaries’ businessbusiness as presently conducted and as presently proposed to be conducted. The Company Each such tangible asset material to the Company's, UST's or a Subsidiary VNS's operations is in good operating condition and repair. There are no leases of real property between the Company, UST or VNS and any shareholder, officer or director or any relative or affiliate thereof. None of the Company owns and has good and merchantable title to the Vesselscurrent or former shareholders, subject to nor any Permitted Liens. Except as would not reasonably be expected to haverelative or affiliate thereof, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its SubsidiariesCompany, taken as a wholeUST or VNS, (i) each Vessel owns any asset, tangible or intangible, which is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel used in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company Company, UST or VNS, as the case may be, other than assets which will be included in the Acquired Assets. (ii) The Premises constitute all of the real property, buildings and improvements used by the Company, UST or VNS, as the case may be, in its Subsidiariesbusiness. To the best knowledge of the Shareholder, the Premises have been occupied, operated and (iv) to the knowledge maintained in accordance with applicable Legal Requirements. None of the Company, the improvements situated on the Vessels UST or VNS has received notice of violation of any Legal Requirement or Permit relating to its operations or its owned or leased properties. (iii) No party to any lease with respect to any Premises has repudiated any provision thereof, and there are free from structural defects and violations of Laws applicable theretono disputes, oral agreements or forbearance programs in effect as to any such lease.

Assets and Properties. (a) The Company Parties do not own, and have never owned, any real property. Except as set forth on Schedule 3.10(a), the Company Parties have good title to or a valid leasehold or license interest in Section 3.15 all tangible personal properties that are used in or necessary for the conduct of the Business, except for such tangible personal property that is used by GNYHA Management Corporation in performing its obligations under the Transition Services Agreement. (b) The real estate listed on Schedule 3.10(b) constitutes all of the real property leased, subleased or licensed by the Company Disclosure LetterParties, together with all land, buildings, structures, improvements, fixtures and other interests in real property, and except for all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Excluded Company Leases related thereto (the “Leased Real Property”). Schedule 3.10(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company Parties hold any Leased Real Property (collectively, including all amendments and modifications thereto, the “Real Property Leases”). Except as set forth on Section 3.10(b), (i) either to the Company Seller’s Knowledge, there are no material violations of zoning, building, health, traffic, sewer/septic, flood control, fire safety, handicap ordinances or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject other applicable Laws with respect to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Leased Real Property”) Property and (ii) either to the Seller’s Knowledge, all material improvements making up the Leased Real Property, including, without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems (the “Leasehold Improvements”), are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation of such Leased Real Property for its current use and, to the Seller’s Knowledge, there are no material structural or other physical defects or deficiencies in the condition of such Leasehold Improvements. (c) With respect to each Real Property Lease, (i) the Company or Parties hold a Subsidiary valid and existing leasehold interest thereunder, (ii) the Company Parties’ possession and quiet enjoyment of the Company Leased Real Property under such Real Property Lease has a good and valid leasehold interestnot been disturbed during the twelve (12) months prior to the date hereof, and as there are no current disputes with respect to such Real Property Lease, (iii) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of the Effective Timea breach or default under such Real Property Lease which has not been redeposited in full, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which (iv) the Company Parties do not owe, nor will they owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (v) the Company Parties have not subleased, licensed or otherwise granted any of its Subsidiaries uses or occupies or has other party the right to use or occupy such Leased Real Estate or any real property portion thereof, (including real property at which operations of vi) the Company Parties have not collaterally assigned or granted any of its Subsidiaries are conducted) (security interest in such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease isor any interest therein, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of (vii) the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists Parties are not in default in any material respect under any Company such Real Property Lease, and, to the Seller’s Knowledge, no other party to such Real Property Lease is in default under such Real Property Lease and to the Seller’ Knowledge, no event has conditions exist or events have occurred or circumstance exists which, with the giving of notice, the notice or passage of time, or both, would constitute a material breach or default by either the Company Parties under a Company such Real Property Lease. Section 3.15(a) of Except as set forth on Schedule 3.10(c), the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect constitutes all of the existing use of such Company Owned Real Property or real property and Leasehold Improvements leased by the Company Parties, and the Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use comprises all of the Company Owned Real Property by real property used in connection with the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conductedBusiness. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iv) to the knowledge of the Company, the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the June 30, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Section 3.15 Schedule 2.06(a), the assets owned or leased by the Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible personal property and assets owned or utilized by the Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. To the knowledge of the Principal Stockholders, all buildings, plants and other structures owned or otherwise utilized by the Company Disclosure Letter, are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Schedule 2.06(c) sets forth a list of all real property leased by the Excluded Company (the "Leased Real Property"). The Stockholders have made available to Buyers true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of leasehold estates in the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens Encumbrances, and any Lien affecting solely (ii) to the interest knowledge of the landlord thereunder. Each Company Principal Stockholders, all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property Lease isare adequate in all material respects for the use, occupancy, operation and after giving effect to the Distribution will bemaintenance thereof, as currently conducted or currently exists. Except as set forth on Schedule 2.06(c), (A) each such lease or sublease is legal, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of enforceable against the Company or, if applicable, its Subsidiary orand, to the knowledge of the CompanyPrincipal Stockholders, the landlord or sublandlord thereunder other party thereto and (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with B) the giving consummation of notice, the passage of time, or both, would constitute transactions contemplated by this Agreement will not cause a material breach or default require any third party consent under a Company Real Property Lease. Section 3.15(aany such lease or sublease. (d) Except as set forth on Schedule 2.06(d), (i) none of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of Principal Stockholders or the Company Owned Real Property and has received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Company Leased Real Property. , (bii) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect Property, the existing use of such Company Owned Real Property or the Company Leased Real Property and occupancy thereof by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries is currently subleasingCompany, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (c) Section 3.15(c) of the Company Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s Business thereon and its Subsidiaries’ business. The Company therein does not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or a Subsidiary other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Company owns and has good and merchantable title to the Vessels, subject to any Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United StatesBusiness thereon, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation none of the business Stockholders or the Company has received written notice of a material violation of the Company and its Subsidiariesrestrictions or laws described in the foregoing clause (ii), and (iv) to the knowledge none of the Companystructures or improvements on any of the Leased Real Property encroaches upon real property of another person or entity, and no structure or improvement of another person or entity encroaches upon any of the improvements situated on Leased Real Property, which would materially interfere with the Vessels are free from structural defects and violations use thereof in the ordinary course of Laws applicable theretobusiness.