Common use of Assets Clause in Contracts

Assets. Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.

Assets. Seller has good All material assets and marketable title to properties of the Transferred Business (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real excluding any Intellectual Property, as to IT Systems and Personal Information included therein, which are the subject of the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assetsin Section 4.14), are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary normal wear and tear excepted excepted, and is suitable and adequate for continued use are useable in the manner in which it is presently usedOrdinary Course. To Seller's knowledge, no Person (other than Seller with respect Subject to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or immediately following sentence, the Transferred Assets, taken together with the other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledgeassets, no restoration, repaving, repair or other work is required properties and rights of the Transferred Companies and the licenses and services to be made provided under the Ancillary Documents, constitute all material assets, properties and rights of Seller and its Subsidiaries used by Seller and its Subsidiaries to any streetprovide the ILEC Services (and to conduct the business related thereto), sidewalk as provided as of the date of the Agreement or abutting or adjacent area pursuant immediately prior to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material constitute all assets of Seller and its Subsidiaries that are necessary or material to the conduct and operation immediately after the Closing of the System. No Person, other than Seller, owns any assets that are used business conducted by the Transferred Business substantially in the operation same manner as conducted by Seller and its Subsidiaries as of the Systemdate of this Agreement and as of the Closing. Notwithstanding the foregoing, it is understood and agreed that: (i) the Transferred Companies may not have those assets, properties, rights or services listed or described on Seller Schedule 4.17, which may be used as of the date of this Agreement or immediately prior to the Closing by Seller and its Subsidiaries to provide the ILEC Services, (ii) the Excluded Assets may be used as of the date of this Agreement or immediately prior to the Closing by the Seller and its Subsidiaries to provide the ILEC Services, (iii) certain licenses and services to be provided under the Ancillary Documents, which licenses and services may be used as of the date of this Agreement or immediately prior to the Closing by the Transferred Companies to provide the ILEC Services, are being provided for only a limited period of time following the Closing, (iv) the immediately preceding sentence assumes the receipt of all necessary authorizations, approvals, consents or waivers required by Law, Governmental Entities or other than as third Persons in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (v) this Section 4.17 does not constitute a representation or warranty regarding infringement, misappropriation or other violation of any Intellectual Property of any Person by the conduct of the Transferred Business, which is the subject of the representation and warranty set forth in SCHEDULE 4.3 Section 4.14(c). The ILEC Services constitute all of the material services provided by the Transferred Companies to customers on the date of this Agreement and SCHEDULE 5.4. No Assets have been owned by Seller but located outside immediately prior to the State of Washington within the previous five (5) yearsClosing.

Assets. Seller (a) The Company and its Subsidiaries own, lease or have the right to use all the properties and assets necessary for or used or held for use in the conduct of their respective businesses or otherwise owned, leased or used by the Company or any of its Subsidiaries (all such properties and assets being referred to as the “Assets”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has good and marketable title to (orto, or in the case of Assets that are leasedleased or subleased Assets, valid and subsisting leasehold interests in) , all of the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beAssets, free and clear of all Encumbrances of any kind or natureLiens, except (a) Encumbrances disclosed on SCHEDULE 7for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to have, all of which will be removed and released at individually or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permitsaggregate, a Company Material Adverse Effect. None Section 2.14 of the Encumbrances disclosed on SCHEDULE 7 include loansCompany Disclosure Schedule contains a complete and correct list of all real property and improvements which are leased, credit arrangements, borrowings licensed or other obligations that are cross-collateralized with otherwise occupied by the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits Company or its Subsidiaries as of the Closingdate hereof (“Leased Assets”), as lessee, sub-lessee, licensee or sub-licensee, and the Company and its subsidiaries do not lease, license or otherwise occupy, as lessee, sub-lessee, licensee or sub-licensee, any real property or improvements other than the Leased Assets. All Each such document granting the Equipment listed in SCHEDULE 5 is in good operating condition and repairCompany or its Subsidiaries its right, ordinary wear and tear excepted and is suitable and adequate for continued use title or interest in the manner Leased Assets is valid without default or breach thereunder by the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, the grantor of such right, title or interest in which it is presently used. To Seller's knowledge, no Person (the Leased Property other than Seller with respect such breaches and/or defaults as would not reasonably be expected to the Business) has been granted have, individually or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not beenaggregate, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsa Company Material Adverse Effect.

Assets. Seller has The Company and its Subsidiaries have good and marketable valid title to (to, or, in the case of personal property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to use, all of the material personal properties, rights and assets (whether real or personal, tangible or intangible) used or held in connection with the conduct of the businesses of the Company and its Subsidiaries (collectively, the “Assets”), including all Assets reflected in the Interim Balance Sheet or acquired after the Most Recent Balance Sheet Date, except: (a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Bankruptcy and Equity Exception; and (b) for Assets that are leased, valid leasehold interests in) have been sold or otherwise disposed of since the Most Recent Balance Sheet Date in the Ordinary Course of Business. Neither the Company’s nor any of its Subsidiaries’ interest in such Assets (is subject to any Lien other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interesta Permitted Lien. The Assets (other than Real Propertyare suitable for the purposes for which they are intended and in good operational condition and repair, as to which normal wear and tear excepted, have been regularly and properly serviced and maintained in a manner that would not void or limit the representations and warranties in SECTION 5.7 and Deeds apply) arecoverage of any warranty thereon, and at Closing will beare adequate to be used for the purposes for which they are currently used in the manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free and clear of all Encumbrances of any kind material structural or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrancesengineering defects, and (c) restrictions stated in there has not been any material interruption of the Governmental Permitsbusinesses of the Company and its Subsidiaries due to inadequate maintenance or obsolescence of the Assets which are tangible properties. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings Assets which are personal or movable properties are located other obligations that are cross-collateralized with than at the assets of any other Affiliate of SellerReal Property. Except as set forth on SCHEDULE 2 OR 3, none The Assets constitute all of the Equipment is leased from any other Person. The Assets, together with material properties and assets required to enable the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as businesses of the Closing. All Company and its Subsidiaries to be conducted immediately after the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use Closing in the same manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to as the Business) business of the Company and its Subsidiaries has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearscurrently conducted.

Assets. Seller has good and marketable title to (or, Except as disclosed in Section 6.9 of the Holopak Disclosure Memorandum or as disclosed or reserved against in the case Holopak Financial Statements delivered prior to the date of Assets that are leasedthis Agreement, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will Holopak Companies have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances of any kind or natureLiens, except (a) Encumbrances disclosed on SCHEDULE 7, to all of which will be removed their respective Assets. All tangible properties used in the businesses of the Holopak Companies are in good condition, reasonable wear and released at tear excepted, and are usable in the ordinary course of business consistent with Holopak's past practices. Section 6.9 of the Holopak Disclosure Memorandum sets forth, as of the date of this Agreement (x) all real property owned by Holopak and its Subsidiaries, singly or in common or joint venture with each other or other entities or individuals, and (y) all real property that Holopak and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other or with other entities or individuals. All items of inventory of the Holopak Companies reflected on the most recent balance sheet included in the Holopak Financial Statements delivered prior to the Closingdate of this Agreement and prior to the Effective Time consisted and will consist, (b) Permitted Encumbrancesas applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Holopak Companies are a part. All Assets which are material to Holopak's business on a consolidated basis, held under leases or subleases by any of the Holopak Companies, are held under valid Contracts enforceable in accordance with their respective terms, and (c) restrictions stated each such Contract is in full force and effect. Section 6.9 of the Governmental PermitsHolopak Disclosure Memorandum sets forth the scope of coverage of all of Holopak's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Encumbrances disclosed on SCHEDULE 7 include loansHolopak Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, credit arrangements, borrowings or other obligations that are cross-collateralized (ii) premium costs with the assets respect to such policies of any other Affiliate of Sellerinsurance will be substantially increased. Except as set forth on SCHEDULE 2 OR 3, none disclosed in Section 6.9 of the Equipment is leased from Holopak Disclosure Memorandum, there are presently no claims pending under such policies of insurance and no notices of denial of any other Personmaterial claim have been received by any Holopak Company under such policies within the past twelve months. The Assets, together with Assets of the Excluded Assets, are Holopak Companies include all the assets, rights and interests necessary to permit the LLC to conduct the Business and Assets required to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as business of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is Holopak Companies as presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsconducted.

Assets. Seller has good and marketable title to (or, Except as disclosed in Section 5.9 of the Foilmark Disclosure Memorandum or as disclosed or reserved against in the case Foilmark Financial Statements delivered prior to the date of Assets that are leasedthis Agreement, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will Foilmark Companies have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances of any kind or natureLiens, except (a) Encumbrances disclosed on SCHEDULE 7, to all of which will be removed their respective Assets. All tangible properties used in the businesses of the Foilmark Companies are in good condition, reasonable wear and released at tear excepted, and are usable in the ordinary course of business consistent with Foilmark's past practices. Section 5.9 of the Foilmark Disclosure Memorandum sets forth, as of the date of this Agreement (x) all real property owned by Foilmark and its Subsidiaries, singly or in common or joint venture with each other or other entities or individuals, and (y) all real property that Foilmark and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other or with other entities or individuals. All items of inventory of the Foilmark Companies reflected on the most recent balance sheet included in the Foilmark Financial Statements delivered prior to the Closingdate of this Agreement and prior to the Effective Time consisted and will consist, (b) Permitted Encumbrancesas applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Foilmark Companies are a part. All Assets which are material to Foilmark's business on a consolidated basis, held under leases or subleases by any of the Foilmark Companies, are held under valid Contracts enforceable in accordance with their respective terms, and (c) restrictions stated each such Contract is in full force and effect. Section 5.9 of the Governmental PermitsFoilmark Disclosure Memorandum sets forth the scope of coverage of all of Foilmark's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Encumbrances disclosed on SCHEDULE 7 include loansFoilmark Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, credit arrangements, borrowings or other obligations that are cross-collateralized (ii) premium costs with the assets respect to such policies of any other Affiliate of Sellerinsurance will be substantially increased. Except as set forth on SCHEDULE 2 OR 3, none disclosed in Section 5.9 of the Equipment is leased from Foilmark Disclosure Memorandum, there are presently no claims pending under such policies of insurance and no notices of denial of any other Personmaterial claim have been received by any Foilmark Company under such policies within the past twelve months. The Assets, together with Assets of the Excluded Assets, are Foilmark Companies include all the assets, rights and interests necessary to permit the LLC to conduct the Business and Assets required to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as business of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is Foilmark Companies as presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsconducted.

Assets. Seller After the transfer of the Transferred Assets pursuant to the Local Agreements the Purchasing Subsidiaries, with the exception of the cash necessary to carry on the Business, will own all the assets which – together with the land leased pursuant to art. 8.3.2 of this Agreement and other equipment leased under the Assumed Contracts – are necessary to carry on the Business as it has good and marketable title been carried on prior to (orthe Closing Date. The Companies own – or have valid leases to use – all the assets which are necessary to carry on their Business as it has been carried on prior to the Closing Date. Except as explicitly set out in this Agreement or any lease agreement or license agreement to be entered into pursuant to this Agreement, in the case of Assets that are leased, valid leasehold interests in) the Assets Business does not use or require any assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds applyTransferred Assets) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets or intellectual property rights (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Transferred Intellectual Property Rights) owned by the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate Affiliated Companies of Seller. Except as set forth on SCHEDULE 2 OR 3For the avoidance of doubt, none of the Equipment is leased Clariant WINS platform shall be excluded from any other Personthis art. 4.6. The Assets, together with fixed assets transferred under the Excluded Assets, Local Agreement and the fixed assets owned by the Companies are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear repair and tear excepted and is suitable and are adequate for continued use to carry on the Business in the ordinary course of business and in the same fashion and manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect as prior to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service AreaClosing Date. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area The inventory transferred pursuant to the requirement Local Agreements and the inventory owned by the Companies consists only of raw material which meets the agreed or otherwise applicable product specification and which is in a condition to be processed in the Business and of end products or intermediate products which – as the case may be – meet the agreed or otherwise applicable specifications and are in a quality to be sold to customers or to be further processed in the Business. The Parties agree that all quality downgrades necessary on the inventory as of the Closing Date as well as any ordinance, code, permit, easement or contract relating warranty claims regarding raw material supplied by Purchaser and Affiliated Companies of Purchaser will be properly reflected in the computation of the Closing Date Net Working Capital Amount. On the receivables transferred pursuant to the installation, construction or operation of any Local Agreements and the receivables owned by the Companies the amount which is reflected in the computation of the SystemClosing Date Net Working Capital Amount can be collected on the applicable due date, subject to art. No property 5.6 of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsthis Agreement.

Assets. Seller has OrthAlliance's and its Subsidiaries' material equipment, furniture, computers and other tangible personal property are in good operating condition and repair (ordinary wear and tear excepted), free of any material defects and suitable in all material respects for the operations of OrthAlliance's and its Subsidiaries' business, as currently conducted, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. OrthAlliance's and its Subsidiaries' inventories of material dental and orthodontic, janitorial and office supplies and consumables are of a good and marketable title to (ormerchantable quality usable or saleable in the ordinary course of business consistent with past practice, is in a quantity reasonable for the operations of OrthAlliance's and its Subsidiaries' business, as currently conducted, in the case ordinary course of Assets that business in accordance with past practice, and is valued at reasonable amounts not subject to any material write-down. Set forth in Section 4.14 of the OrthAlliance Disclosure Schedule is a complete and accurate description of the accounts receivable, notes receivable, evidences of indebtedness and other rights to receive payment for service fees, consulting fees, center expense reimbursement, advances, loans and other amounts payable to OrthAlliance and its Subsidiaries by OrthAlliance Affiliated PCs and OrthAlliance Affiliated Professionals ("Receivables") as of March 31, 2001. Such Receivables are leasedvalid and enforceable claims and obligations, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, arisen only from bona fide transactions in the case ordinary course of Assets that business and are leasedcollectible in the aggregate amount thereof, valid leasehold interests in) the Assets (other than Real Propertyless any applicable reserves recorded on OrthAlliance balance sheet as of March 31, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property2001, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all a copy of which will be removed has heretofore been provided to OrthAlliance, which reserves are adequate and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized calculated consistent with the assets of any other Affiliate of Sellerpast practice. Except as set forth on SCHEDULE 2 OR 3, none in Section 4.14 of the Equipment is leased from any other Person. The AssetsOrthAlliance Disclosure Schedule, together with to the Excluded Assetsknowledge of OrthAlliance, there are all the assetsno asserted contests, refusals to pay or rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller set-off with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearssuch Receivables.

Assets. Seller has good and marketable title to If either (x) Mycosol or, (y) following a previous Permitted Elion Transfer, Elion wishes to grant, transfer, sell, assign or otherwise dispose of any of the Intellectual Property (collectively “Transfer”), whether to a third party or Related Party, or to encumber or permit any of such assets to be encumbered in the case of Assets any manner (otherwise than pursuant to a Transfer that are leasedis a Permitted Elion Transfer or an encumbrance to an institutional lender to secure borrowings by Mycosol or Elion as applicable), valid leasehold interests in) the Assets (other than Real Propertyor if Mycosol wishes to permit Elion to enter into a transaction that would be prohibited by paragraph 9 above, Mycosol or Elion as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title applicable shall first provide written notice to the LLC InterestInvestor requesting the Investor’s consent to such Transfer, encumbrance or transaction (the “Consent Request Notice”). The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller Consent Request Notice shall contain sufficient information with respect to the Businessproposed Transfer, encumbrance or transaction (the “Proposed Transaction”) has been granted to permit Investor to make a reasonably informed decision as to whether or has applied for not the Proposed Transaction is in the best interests of Mycosol and the Investor. On receipt of a cable television franchise Consent Request Notice including the information referred to above, the Investor shall have 14 days within which to advise Mycosol in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledgewriting whether the Investor consents to the Proposed Transaction, no restoration, repaving, repair or other work is required such consent not to be made by Seller unreasonably withheld. If the Investor does not so consent to the Proposed Transaction and Mycosol or Elion, as applicable, wishes to proceed with the Proposed Transaction, it may do so, provided that the terms of the transaction so implemented are the same as the terms that were described to Investor in the Consent Request Notice in respect of the Proposed Transaction and provided that Veridien has consented to the Proposed Transaction. In the event that Mycosol or Elion, as applicable, decides to proceed with any street, sidewalk or abutting or adjacent area Proposed Transaction that requires the delivery of a Consent Request Notice pursuant to this paragraph 10 and to which the requirement of any ordinanceInvestor does not consent after receiving a Consent Request Notice, codeMycosol or Elion, permitas applicable, easement or contract relating to may do so on the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.following terms:

Assets. (a) Other than the Shared Services and other immaterial services provided to the Company or any Company Subsidiary by Seller has good and marketable title to (or, in the case or any of Assets that are leased, valid leasehold interests in) the Assets its Affiliates (other than Real Propertythe Company and the Company Subsidiaries) or any of their respective employees, the assets held by the Company and the Company Subsidiaries as of the Closing constitute all the tangible and Intellectual Property assets that are necessary to conduct the Business in substantially the same manner as the Business has been conducted for the previous twelve (12) months. To the Knowledge of Seller, the buildings, plants, structures and material equipment owned or leased by the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted) and none of such buildings, plants, structures, or equipment is in need of material maintenance or repairs other than ordinary, routine maintenance, except, in each case, as to which would not materially and adversely affect the representations and warranties in SECTION 5.7 Business. The Company and the Deeds apply) andCompany Subsidiaries own good, at Closingsole and exclusive title to, (i) or hold pursuant to valid and enforceable leases in, all of the LLC will have good and marketable title material personal property shown to (orbe owned or leased by it on the Balance Sheet or purchased, in leased or otherwise acquired since the case date of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beBalance Sheet, free and clear of all Encumbrances of any kind or natureEncumbrances, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) for Permitted Encumbrances, and (c) restrictions stated . There are no Shared Assets having a value of $1,000,000 or more primarily used in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized connection with the assets of any other Affiliate of SellerBusiness. Except as set forth on SCHEDULE 2 OR 3would not materially and adversely affect the Business, none of all tangible personal property owned or leased by the Equipment is leased from any other Person. The Assets, together with Company and the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person Company Subsidiaries (other than Seller with respect Finished Goods Inventory in transit from, and Non-Finished Goods Inventory in transit to, the Owned Real Property or the Leased Real Property) is in its possession, subject to its control and located at the Owned Real Property or the Leased Real Property. The Business is the only business of the Company and the Company Subsidiaries. Other than entities that perform the Shared Services or other immaterial services provided to the Business) has been granted Company or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant Company Subsidiary (but only to the requirement extent of any ordinanceproviding such services), code, permit, easement or contract relating to the installation, construction or operation of any of Company Subsidiaries are the System. No property of any Person has been damaged, destroyed, disturbed or removed in only entities through which the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption Business is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsconducted.

Assets. (a) Except for those Liens listed on Schedule 3.10, on the date hereof, Seller has good and marketable valid title to (or, in the case of Assets that are leased, valid leasehold interests in) all the Assets (free and clear of any and all Liens other than Real PropertyPermitted Liens. Except for the Lien listed in item number 1 on Schedule 3.10, as to which on the representations and warranties in SECTION 5.7 and the Deeds apply) andClosing Date, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable valid title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets include all material assets required for the continued conduct of the Business by Buyer as now being conducted or material to the financial condition or results of operations of the Business, except for the Excluded Assets. On the date hereof and at the Closing, the assets do not and will not include stock of or other equity interests in any Person other than the stock of or other equity interests in the Seller Foreign Subsidiaries; provided, however, that if Buyer elects to acquire directly the Assets held by such Seller Foreign Subsidiary pursuant to clause (i) of Section 5.1(l), then the Assets will not include at the Closing the stock of or other equity interest in such Seller Foreign Subsidiary. All the issued and outstanding shares of each of the Seller Foreign Subsidiaries (collectively, the "Shares") are owned, beneficially and of record, by Seller, are validly issued, fully paid, and nonassessable, and have been issued in full compliance with all Applicable Laws. No stock of any Seller Foreign Subsidiary constitutes treasury stock. Other than this Agreement, there are no outstanding subscriptions, options, rights, warrants, stock-based or stock-related awards, convertible, exercisable or exchangeable securities, or other agreements or commitments obligating any Seller Foreign Subsidiary or Seller to issue, grant, award, purchase, acquire, sell or transfer any shares of any Seller Foreign Subsidiary's capital stock of any class, or other securities of any Seller Foreign Subsidiary (including, without limitation, any agreement or commitment obligating any Seller Foreign Subsidiary to enter into any employee compensation arrangement based on any valuation or transaction price of, or change of ownership in, shares of its capital stock), and the Seller Foreign Subsidiaries and Seller shall not issue, grant, award, purchase, acquire, sell or transfer such capital stock or other securities prior to the Closing. There are no voting trusts, proxies or other agreements or understandings to which any Seller Foreign Subsidiary or Seller is a party with respect to the voting of capital stock of any Seller Foreign Subsidiary. Seller is the sole owner, beneficially and of record, of all the Shares, and has good and valid title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beShares, free and clear of all Encumbrances Liens of any kind kind. In the event Buyer makes the election to acquire the Shares pursuant to Section 5.1(l), upon delivery to Buyer at the Closing of certificates representing the Shares, duly endorsed in blank or natureaccompanied by stock powers duly endorsed in blank in proper form for transfer, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed good and released at or prior valid title to the ClosingShares will pass to Buyer, (b) Permitted Encumbrancesfree and clear of all Liens of any kind, and (c) restrictions stated in other than those arising from acts of Buyer. Other than this Agreement, the Governmental PermitsShares are not subject to any voting commitment or understanding restricting or otherwise relating to voting, dividend rights or the disposition of the Shares or otherwise. None of the Encumbrances disclosed on SCHEDULE 7 include loansSeller Foreign Subsidiaries owns, credit arrangementsdirectly or indirectly, borrowings any interest or investment (whether in equity or debt) in any corporation, partnership, business, trust or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.

Assets. Seller Each Acquired Company has good title or leasehold interests in all the personal property and marketable title to (orother assets reflected on its most recent Financial Statements, or acquired since such date, in the each case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind Liens other than (i) Liens for current Taxes not yet due and payable or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of being contested in good faith and for which will be removed and released at or prior to adequate provision has been made in the Closingrelevant Financial Statements, (bii) Permitted Encumbrancesmechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, and (c) restrictions stated other similar Liens arising or incurred in the Governmental Permits. None ordinary course of business, (iii) immaterial imperfections of title, or other Liens, if any, which have arisen in the ordinary course of business or do not materially impair the continued use or operation of such assets or otherwise individually or in the aggregate materially interfere with the conduct of the Encumbrances disclosed Operations of such Acquired Company as now conducted, (iv) with respect to investments, restrictions on SCHEDULE 7 include loans, credit arrangements, borrowings transfer under securities law or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3in agreements and instruments governing investments, none and rights of set-off under banking and other agreements, (v) Liens relating to required deposits with insurance departments, (vi) Liens representing the rights of the Equipment is leased from any other Personrespective lessors under lease agreements and (vii) asset reserve and trust fund requirements and asset maintenance obligations under reinsurance and retrocession contracts (collectively, (i) through (vii) being “Permitted Liens”). The AssetsSuch assets are in good repair, working order and operating condition, subject only to ordinary wear and tear, except where the failure to be in good repair, working order or operating condition would not have a Material Adverse Effect. Such assets, together with the Excluded Assetstransition services that Purchaser may request pursuant to Section 5.14 (subject to the provisos thereto), are all in the assets, rights and interests necessary to permit aggregate sufficient for the LLC to continued conduct of the Business and to operate the System Operations substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirementsconducted, Seller Contracts and Governmental Permits as excluding use of the ClosingSeller Marks and any real property. All Other than Invested Assets and the Equipment listed in SCHEDULE 5 is in good operating condition shares of SANV and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledgeThe 1792 Company, no Person (other than Seller with respect to Acquired Company is the Business) has been granted holder or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement beneficial owner of any ordinance, code, permit, easement shares or contract relating to the installation, construction or operation securities of any other person, and none of the System. No property of them has agreed to acquire any Person has been damaged, destroyed, disturbed such shares or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearssecurities.

Assets. Seller has The Acquired Companies have good and marketable title to (to, or, in the case of Assets that are leasedproperty held under a lease or other Contractual Obligation, a valid leasehold interests interest in, or adequate rights to use, all of the material properties, rights and assets (whether real or personal, tangible or intangible) used or held in connection with the conduct of the businesses of the Acquired Companies (collectively, the “Assets”), including all Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, reflected in the case of Assets that are leasedMost Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except except: (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, extent the enforceability of any such leases or other Contractual Obligations may be limited by the Enforceability Exceptions; and (b) Permitted Encumbrances, and (c) restrictions stated in for Assets that have been sold or otherwise disposed of since the Governmental PermitsMost Recent Balance Sheet Date. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or Acquired Companies’ interest in such Assets is subject to any Lien other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Personthan a Permitted Lien. The Assets, together with Assets are suitable for the Excluded Assets, purposes for which they are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated intended and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating operational condition and repair, ordinary normal wear and tear excepted excepted, have been regularly and is suitable properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, and are adequate and fit to be used for continued use the purposes for which they are currently used in the manner they are currently used, in each case, in all material respects. The Assets which it is presently usedare tangible properties are free of any material structural or engineering defects, and there has not been any material interruption of the businesses of the Acquired Companies due to inadequate maintenance or obsolescence of the Assets which are tangible properties. To Seller's knowledge, no Person (None of the material Assets which are personal or movable properties are located other than Seller with respect to at the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service AreaReal Property. To Seller's knowledge, no restoration, repaving, repair or other work is The Assets constitute all of the material properties and assets required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to enable the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any businesses of the System. No property of any Person has been damaged, destroyed, disturbed or removed Acquired Companies to be conducted immediately after the Closing in the process of construction or maintenance same manner as the businesses of the System which has not beenAcquired Companies have been currently conducted, and there are no properties or will not be prior to Closing, repaired, restored assets used or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used held in the operation of the System, Business that are owned or leased by any Person other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsAcquired Companies.

Assets. Seller (a) Except as set forth in the Allied Disclosure Schedule and except for Assets disposed of since March 31, 1998 in the ordinary course of business and consistent with past practice: (i) each of Allied and the Allied Subsidiaries has good and marketable title to (or, in the case of all Assets that are leaseddisclosed or otherwise reflected in its March 31, valid leasehold interests in) 1998 Quarterly Statement or unaudited GAAP Financial Statements for the Assets (other than Real Propertythree months ended March 31, 1998, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) aremay be, and at Closing will beall Assets acquired thereafter, and all such Assets are owned by such Persons, free and clear of all Encumbrances Liens, other than Permitted Liens, and the bonds, notes, debentures and other evidences of any kind indebtedness that constitute Investment Assets, disclosed or natureotherwise reflected in its March 31, except (a) Encumbrances disclosed on SCHEDULE 71998 Quarterly Statement or unaudited GAAP Financial Statements for the three months ended March 31, all of which will be removed and released at 1998, as the case may be, or prior acquired 29 34 thereafter, are, to the ClosingKnowledge of each of Allied and the Allied Subsidiaries, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All date of this Agreement, in all material respects collectible in accordance with the Equipment listed terms of the Investment Assets and the documents relating thereto; (ii)(A) Allied and each Allied Subsidiary owns good and indefeasible, marketable fee simple title to, or has a valid leasehold interest in, all real property used in SCHEDULE 5 the conduct of its Business or of a type which would be required to be specifically disclosed by an Allied Insurer in Schedule A of its Annual Statement, free and clear of all Liens, other than Permitted Liens; (B) in the aggregate all real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; (C) no improvement on any such real property owned or leased by Allied or any Allied Subsidiary encroaches upon any real property of another Person without an appurtenant easement or other legal right allowing such encroachment, nor encroaches over any applicable set back lines without the benefit of non-conforming use status, a variance or adequate insurance insuring against any Liability due to the attempted enforceability of the Law creating such set back line, the result of which encroachments, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect; and (D) Allied and each Allied Subsidiary owns, leases or, in all material respects, has the valid right to use adequate means of ingress and egress to, from and over all such real property; (iii) Allied and each Allied Subsidiary owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of its Business, free and clear of all Liens other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and repair, ordinary wear and tear excepted excepted, and is is, in all material respects, suitable and adequate for continued its current uses; and (iv) Allied and each Allied Subsidiary has the right to use in free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the manner in conduct of its Business, all of which it is presently used. To Seller's knowledge, no Person (other than Seller related documentation, manuals, training materials and policy forms), as of the date of this Agreement, is listed in the Allied Disclosure Schedule; and neither Allied nor any Allied Subsidiary is in material 30 35 conflict with or violation or infringement of, nor has Allied or any Allied Subsidiary received any notice of any such conflict with or violation or infringement of, any asserted rights of any other Person with respect to any Intellectual Property, including, without limitation, the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed Intellectual Property listed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsAllied Disclosure Schedule.

Assets. Seller Except as set forth in the Disclosure Schedule, the Company has good and marketable title to (orall of its assets and properties, whether or not reflected in the case Most Recent Balance Sheet or acquired after the date thereof (except for properties sold or otherwise disposed of Assets since the date thereof in the ordinary course of business and consistent with past practices), that relate to or are leasednecessary for the Company to conduct the Business and operations as currently conducted, valid leasehold interests in) the Assets (other than Real Propertyincluding, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) andwithout limitation, at Closing, all (i) of the LLC will have Company's training course software and content and all intellectual property rights related to such software and content, (ii) furniture, fixtures, equipment and other personal property, and (iii) books, records, brochures, pamphlets and other marketing materials (collectively, the "ASSETS"), free and clear of any mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right of way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (a "LIEN"), other than (i) liens securing specific Liabilities shown on the Most Recent Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' or other like liens arising in the ordinary course of business; (iii) minor imperfections of title that do not individually or in the aggregate, impair the continued use and operation of the Assets to which they relate in the operation of the Company as currently conducted; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings ("PERMITTED LIENS"). The Company has full right and power to, and at the Closing will, deliver to Parent good and marketable title to (or, in all of the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beAssets, free and clear of all Encumbrances of any kind or natureLien, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) other than Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of SellerLiens. Except as set forth in the Disclosure Schedule, the equipment, vehicles and other personal property used by the Company (whether or not reflected on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with Most Recent Balance Sheet or acquired after the Excluded Assets, date thereof) are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repairrepair (except for ordinary wear) and fit for the intended purposes thereof, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledgeno material maintenance, no Person (other than Seller with respect to the Business) replacement or repair has been granted deferred or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsneglected.

Assets. Seller Except as disclosed in Section 5.10 of the Citi-Bancshares Disclosure Memorandum, the normal exceptions to the real property title insurance commitments to be delivered pursuant to Section 7.1(b) hereof (the "Title Insurance Commitments") and/or as disclosed or reserved against in the Citi-Bancshares Financial Statements delivered prior to the date of this Agreement, Citi-Bancshares has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances Liens, to all of its Assets. All tangible properties used in the businesses of Citi-Bancshares are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Citi-Bancshares' past practices. All Assets which are material to Citi-Bancshares' business, held under leases or subleases by Citi-Bancshares, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. Citi-Bancshares currently maintains insurance and blanket bonds (collectively, "Insurance") similar in amounts, scope, and coverage to that maintained by other peer banking organizations. Citi-Bancshares has not received notice from any Insurance carrier that (i) such Insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims pending under such policies of Insurance and no notices have been given by Citi-Bancshares under such policies and Citi-Bancshares has no Knowledge of any kind events that require any such notice to be given. Section 5.10 of the Citi-Bancshares Disclosure Memorandum sets forth a list of all material real property owned or natureleased by Citi-Bancshares (the "Real Property"). Except as disclosed in Section 5.10 of the Citi-Bancshares Disclosure Memorandum, except (a) Encumbrances normal exceptions to the Title Insurance Commitments or as disclosed on SCHEDULE 7, all of which will be removed and released at or in the Citi-Bancshares Financial Statements prior to the Closingdate hereof, to the Knowledge of Citi-Bancshares, (bi) Permitted Encumbrancesthe Real Property and the use of such Real Property does not violate zoning, land use laws, government regulations or restrictive covenants, (ii) the Real Property and the use thereof does not encroach upon any property owned by any other person, and (ciii) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of no property owned by any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of person encroaches upon any of the System. No property of Real Property, in any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets manner that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets would have been owned by Seller but located outside the State of Washington within the previous five (5) yearsan Material Adverse Effect on Citi-Bancshares.

Assets. Seller (a) Such Contributed Subsidiary owns (and in which case has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances Liens, other than Permitted Liens, to), leases (and in which case has a valid leasehold interest, free and clear of any kind all Liens, other than Permitted Liens, to) or nature, except (a) Encumbrances disclosed on SCHEDULE 7, has the legal and valid right to use all of which will be removed and released at or prior to the Closing, its Assets. (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Each Contributed Subsidiary’s Assets, together with any Shared Assets and the Excluded Assets and services to be made available to any such Contributed Subsidiary pursuant to the other Transaction Documents (including the applicable Transition Services Agreement and Intellectual Property to be licensed or to which access is otherwise provided under the applicable IP License Agreement), include: (i) all Manufacturing Assets, computers and other electronic data processing equipment, fixtures, furniture, motor vehicles and other transportation equipment and other tangible personal property that, in the aggregate, are all sufficient and necessary for such Contributed Subsidiary to continue immediately after the assets, rights and interests necessary to permit the LLC to conduct the Business and Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the System substantially as manner in which it is currently being conducted and operated and in all material compliance with respects (except as otherwise contemplated by the Transaction Documents), which tangible personal property is, in all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is material respects (1) in good operating condition and repair, ordinary wear and tear excepted and is suitable and (2) adequate for continued use the uses to which it is being put, and (3) not in need of maintenance or repairs except for ordinary, routine maintenance and repairs; (ii) assuming that any required Consents have been obtained, all Governmental Approvals, in the aggregate, that are sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to - 18 - operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is presently used. To Seller's knowledge, no Person currently operated in all material respects (other than Seller except as otherwise contemplated by the Transaction Documents); (iii) Intellectual Property that is sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents or with respect to any non-transferred software contemplated by Section 5.18); and (iv) in the aggregate, all Assets sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it was operated as of the date of this Agreement in all material respects (except as otherwise contemplated by the Transaction Documents). (c) As of the Closing, no Contributed Subsidiary will be involved, directly or indirectly, in any business other than the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.4.10

Assets. Seller has good (a) The attached Schedule 2.11 contains a complete and marketable title accurate description and list of all buildings, machinery, equipment and other tangible assets in each case having a current or attributed value of not less than $20,000 (including the right to receive services pursuant to Section 7.1) necessary to permit Buyer (or, in without regard to the case characteristics of Assets that are leased, valid leasehold interests inBuyer) the Assets (other than Real Propertyto operate, as to which of the representations Closing and warranties in SECTION 5.7 and immediately after the Deeds apply) and, at Closing, the Company and its Subsidiaries’ business (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) same manner as the Assets (other than Real Property, as to which business is currently being conducted by the representations Company and warranties in SECTION 5.7 and the Deeds apply) its Subsidiaries and (ii) Seller will in the same manner as the business was conducted in generating the operating results depicted in the income statement of the Financial Statements (the “Company Tangible Assets”). In addition, the Company and each of its Subsidiaries has entered into agreements with their respective customers, each of which, to the Knowledge of The Company and its Subsidiaries, is in full force and effect on the date hereof and neither the Company nor any of its Subsidiaries has received any notice from any customer of such customer’s intention to terminate any such agreement. The Company and its Subsidiaries have good title to, or a valid and marketable title to enforceable interest in, the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beCompany Assets, free and clear of all Encumbrances Liens (other than Permitted Liens). To the extent the property of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7Seller, all tangible assets and intangible assets and rights (excluding rights under, or in connection with, contracts and agreements with customers) related to or used in the business of the Company and its Subsidiaries are being transferred to Buyer hereby by Sellers and their Affiliates and, assuming Buyer does not change the way in which will be removed such assets have been utilized and released at or such rights have been taken advantage of, in each case, immediately prior to the Closing, (b) Permitted EncumbrancesBuyer shall be able to use all such assets, and (c) restrictions stated take advantage of all such rights, in substantially the Governmental Permitssame manner immediately after the Closing as such assets are currently used, or such rights are currently taken advantage of, by Sellers and their Affiliates. None To the Knowledge of the Encumbrances disclosed on SCHEDULE 7 include loansSeller Group, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none each tangible asset of the Equipment Company and its Subsidiaries is leased free from any other Person. The Assetsmaterial defects (patent and latent), together has been maintained in accordance with the Excluded AssetsLaw and normal industry practice, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted tear), and is suitable and adequate for continued use in the manner in purposes for which it presently is used and presently is proposed by the Company and its Subsidiaries to be used. To Seller's knowledgeFor the avoidance of doubt, no Person the parties acknowledge and agree the representations and warranties (other than Seller with respect including the contents of Schedule 2.11) are made as of the date hereof and are not intended to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledgebe, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement and are not an assurance of any ordinance, code, permit, easement post-Closing actions of customers or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsthird party contractual counterparties.

Assets. (a) Each Seller Subsidiary has good good, valid and marketable title to (orto, or a valid leasehold interest in, all Assets respectively owned or leased by them, including, without limitation, all Assets reflected in the case of Audited Balance Sheet and all Assets that are leased, valid leasehold interests in) acquired by any Seller Subsidiary since the Audited Balance Sheet Date (except for non-material Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, reflected in the case Audited Balance Sheet or acquired since such date which have been sold or otherwise disposed of Assets that are leased, valid leasehold interests in) in the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beOrdinary Course of Business), free and clear of all Encumbrances of any kind or natureLiens other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. The Seller has good, except (a) Encumbrances disclosed on SCHEDULE 7, valid and marketable title to all of which will be removed and released at or prior to the Closing, Additional Assets (b) Permitted Encumbrances, and (c) restrictions stated except for non-material Additional Assets reflected in the Governmental Permits. None Audited Balance Sheet or acquired since such date which have been sold or otherwise disposed of in the Encumbrances disclosed Ordinary Course of Business), free and clear of all Liens other than Liens reflected on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights Seller Subsidiary Consolidated Financial Statements and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the ClosingPermitted Liens. All the Equipment listed in SCHEDULE 5 personal property of each Seller Subsidiary is in good operating condition and repair, ordinary wear and tear excepted excepted, and is suitable and adequate for continued use in the manner in uses for which it is presently intended or is being used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than Except as set forth in SCHEDULE 4.3 Section 3.09 of the Seller Disclosure Letter, the Assets of the Seller Subsidiaries, taken as a whole, and SCHEDULE 5.4the Additional Assets constitute all of the Assets relating to or used or held for use in connection with the Business during the past twelve months or necessary for the conduct of the Business. No Except for Assets have been owned by disposed of in the Ordinary Course of Business and the Additional Assets, the Assets of the Seller but located outside Subsidiaries constitute all the State of Washington within Assets necessary to conduct the previous five (5) Business on a stand-alone basis as presently conducted and as conducted during the past three years.

Assets. Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests ina) Except as set forth on the Assets (other than Real PropertySchedule, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will Sellers have good and marketable title to (orto, in the case of Assets that are leased, or a valid leasehold interests in) interest in or right to use, the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beAcquired Assets, free and clear of all Encumbrances of any kind or natureLiens and restrictions on transfer, except (a) for Permitted Encumbrances disclosed and except for assets disposed of in the ordinary course of business since the Balance Sheet Date. Except for the Acquired Parts and Equipment and the Warehoused ATM Kiosks and Vcom Kiosks, and except for normal wear and tear, and except as described on SCHEDULE 7the Assets Schedule, all of which will be removed the equipment and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated other tangible assets included in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that Acquired Assets are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate are fit for continued use in the manner in which it is presently used. To Seller's knowledgeordinary course of business, no Person (other than Seller with respect to except where the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required failure to be made in such condition or to be so fit would not be reasonably likely to result in a Seller Material Adverse Effect, and have been maintained by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract Sellers in accordance with the applicable maintenance agreement relating to the installationsuch ATM Kiosks and Vcom Kiosks, construction or operation of any of the Systemwhich maintenance agreement shall be an Acquired Asset. No property of any Person has been damagedALL WAREHOUSED ATM KIOSKS AND VCOM KIOSKS AND ALL ACQUIRED PARTS AND EQUIPMENT ARE BEING SOLD AND TRANSFERRED ON AN “AS IS, destroyedWHERE IS” BASIS, disturbed or removed in the process of construction or maintenance of the System which has not beenWITH ALL FAULTS AND DEFECTS, or will not be prior to ClosingAND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, repairedEITHER EXPRESSED OR IMPLIED, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsOF ANY KIND AS TO THE CONDITION OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY WAREHOUSED ATM KIOSKS AND VCOM KIOSKS OR ANY ACQUIRED PARTS AND EQUIPMENT.

Assets. Seller (a) Except as set forth on the attached ASSETS SCHEDULE, each of the Companies has good and marketable title to (orto, in the case of Assets that are leased, or a valid leasehold interests interest in) , all properties and assets used by it, located on its premises or shown on the Assets (other than Real Property, as to which Latest Balance Sheet or acquired after the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will bedate thereof, free and clear of all Encumbrances Liens (other than properties and assets disposed of any kind or nature, for fair consideration in the ordinary course of business since the date of the Latest Balance Sheet and except (a) Encumbrances for Liens disclosed on SCHEDULE 7, all of which will be removed the Latest Balance Sheet (including any notes thereto) and released at or prior to the Closing, (b) Liens for current property taxes not yet due and payable and Permitted Encumbrances, and (c) restrictions stated in the Governmental PermitsLiens). None Each of the Encumbrances disclosed on SCHEDULE 7 include loansCompanies owns, credit arrangementshas a valid leasehold interest in or has the valid and enforceable right to use all assets, borrowings tangible or other obligations that are cross-collateralized with intangible, necessary for the assets conduct of any other Affiliate of Sellerits business as presently conducted and as presently proposed to be conducted. Except as set forth on SCHEDULE 2 OR 3the attached ASSETS SCHEDULE, none all of the Equipment is leased from any Companies' buildings (including all components of such buildings, structures and other Person. The Assetsimprovements), together with the Excluded Assetsequipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, repair (ordinary wear and tear excepted excepted) and is suitable and adequate are fit for continued use in the manner in which it is ordinary course of the Companies' business as presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required conducted and as presently proposed to be conducted. All such assets have been installed and maintained in all material respects in accordance with all applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures (as determined in accordance with GAAP) made by Seller to any streetthe Companies during the twelve-months ended December 31, sidewalk or abutting or adjacent area pursuant to 1998 and the requirement nine-months ended September 30, 1999. The assets set forth on the attached EXCLUDED ASSETS SCHEDULE (except for the Leased Real Property and office equipment and furniture located at the office of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has C&BI and miscellaneous sculpture and art) are not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation business or operations of the SystemCompanies, other than as set forth and have not been used in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State business or operations of Washington within the previous five (5) yearsCompanies in the past twelve months.

Assets. Seller has good As used in this Agreement, the term "Assets" shall mean and marketable title include all of the items listed on Schedule 1.3(a) attached hereto, and, without duplication, all Permits (as hereinafter defined) for which transfer to Newco is not prohibited under applicable law, all business records (orexcluding medical records) of Refractive Surgery and the business conducted by PC and Moadel prior to the Closing Date, cash of at least $325,000 (for purposes of satisfying Assumed Liabilities after the Closing), any and all rights of PC or Moadel under leases (including rights to receive returns of deposits under such leases) or contracts listed on Schedule 1.3(a), the goodwill related to the business conducted by PC and Moadel prior to the Closing Date (excluding the Refractive Surgery Business, as hereinafter defined), the name "New York Eye Specialists" and all likenesses thereof, and all of the related business benefiting PC or Moadel prior to the Closing Date (excluding the Refractive Surgery business). Each of PC and Moadel hereby represents and warrants that the Assets include all property and assets, real, personal and mixed, tangible and intangible, including, without limitation, leases and contracts, equipment, instruments, computer software used in connection with the case of Assets equipment or instruments, Permits, personal property, furniture, business records and other assets that are leasedused primarily in or are materially relied on for the Assets Related Business conducted by PC and Moadel prior to the Closing. Notwithstanding the foregoing, valid leasehold interests inthe following shall not be "Assets" and shall be retained by PC and/or Moadel: (a) all of the business of PC and Moadel which, by applicable law, may only be performed by a licensed medical professional, or an entity owned exclusively by licensed medical professionals (the "Refractive Surgery Business"); (b) all activities that constitute the practice of medicine; (c) the Assets (other than Real Property, as to which the representations books of account and warranties in SECTION 5.7 record books of PC and the Deeds applyBusiness (complete and accurate copies of which, insofar as they relate to the Assets Related Business during the calendar years 1998, 1999 and 2000, up to and including the Closing Date, shall have been provided to Prime on or before the Closing Date); (d) and, at Closing, PC's and Moadel's rights under this Agreement; (e) any asset that (i) is neither used in, nor relied on for, the LLC will have good business conducted by PC and marketable title Moadel prior to the Closing (or, in excluding the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 Refractive Surgery Business and the Deeds applypractice of medicine) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as is set forth on SCHEDULE 2 OR 3Schedule 1.3(d) attached hereto; (f) all cash and accounts receivable, none but this exclusion shall not in any way limit the requirement that the Assets include cash of $325,000 or any obligation Moadel or PC may have under the Office and Equipment Use Agreement; and (g) any medical or clinical records (although the parties acknowledge that Newco may from time to time have physical possession of such records). As used in this Agreement, the "Business" shall mean the Assets Related Business and the Refractive Surgery Business, collectively. As used in this Agreement, "Refractive Surgery" shall mean, collectively, any current and/or future surgical procedures intended to correct refractive error, including, without limitation, myopia, hyperopia, presbyopia or astigmatism of the Equipment eye. Notwithstanding anything in this Agreement to the contrary, "Refractive Surgery" shall not include any specific procedure that, at the time the procedure is leased from to be performed, is required in the exercise of a physician's independent professional judgment as to the individual patient to be performed in an operating room approved by the American Association of Ambulatory Surgical Centers or Joint Commission on Accreditation of Healthcare Organizations (or any other Person. The Assets, together similar or successor accreditation board or body) with the Excluded Assetscapability of general anesthesia, are all in each instance within either an ambulatory surgical center or acute care hospital that is, in either case, licensed pursuant to Article 28 of the assetsNew York Public Health Law (provided, rights and interests necessary however, that if this sentence would exclude from "Refractive Surgery" any surgical procedure included in "Refractive Surgery" at the Effective Time, then the parties to permit this Agreement will work together to restructure the LLC to conduct operating mechanics of their relationship in a manner that allows the operations of the Business to comply with such regulatory change and to operate also preserves the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as economic benefits of each of the Closing. All parties, including PC and Moadel, arising under this Agreement and the Equipment listed in SCHEDULE 5 other Transaction Documents, as such term is in good operating condition and repairhereinafter defined, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller giving due consideration to any street, sidewalk recoupment of a party's investment hereunder or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the Systemopportunity therefor). No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.1.4

Assets. Seller has CNF or Vantage Sub collectively have good and marketable valid title to (or, in the case of Assets that are leased, valid leasehold interests in) ------ the Assets (other than Real Propertyany patents, as marks, brands, names or logos included in the Assets), free and clear of any encumbrances, except for encumbrances referred to which in Section 3.4(a) and minor liens that do not detract from the representations value of the Assets subject thereto or interfere with the present use and warranties have not arisen other than in SECTION 5.7 the ordinary course of business (collectively, "Permitted Encumbrances"). The delivery to HDA of the instruments of transfer listed in Section 2.2(a) will vest good, valid and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable exclusive title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets in HDA (other than Real Propertyany patents, as to which marks, brands, names or logos included in the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beAssets), free and clear of all Encumbrances encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, other than Permitted Encumbrances. The Assets and the Excluded Assets together constitute all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Vantage Business in substantially the manner conducted by CNF and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits Vantage Sub as of the Closingdate of this Agreement. All tangible property, real property improvements and personal property used in the Equipment listed Vantage Business is located on the Real Property except for such property or improvements which in SCHEDULE 5 is the aggregate are not material to the Vantage Business and are used by CNF or one of its subsidiaries (other than Vantage Sub) in a business other than the Vantage Business. All tangible assets and properties that are part of the Assets are in good operating condition and repair, ordinary wear and tear excepted excepted. Notwithstanding anything in this Agreement to the contrary, CNF and is suitable Vantage Sub are transferring only their right, title and adequate for continued use interest, if any, in any patents and in the manner in which it is presently used. To Seller's knowledgenames and marks "VantageParts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" and make no representation or warranty whatsoever concerning their ownership of, no Person (other than Seller with respect or right to use, any patents or the names and marks "Vantage Parts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" or any derivation thereof, except to the Business) has been granted or has applied for a cable television franchise extent provided in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsSection 3.14.

Assets. On the date (the "Closing Date") of the consummation of the transactions contemplated by this Agreement (the "Closing"), Buyer shall purchase from Seller, and Seller has good shall sell to Buyer, substantially all of the assets, properties, interests and marketable title to (orrights of Seller, real and personal, tangible and intangible, owned or leased by Seller which are used or held for use in the case operation of Assets the Station including, but not limited to, all the following: (a) licenses, permits and authorizations of any governmental authority, including the FCC, which FCC licenses, permits and authorizations are listed on Schedule 6(c) hereto; (b) all documents, files, books and records, including the local public file; (c) all contracts and agreements (including lease agreements) listed on Schedule 1-A hereto (the "Assumed Contracts"); and (d) goodwill related to the Station. The assets conveyed (the "Assets") will include all replacements and additions thereto between the date of this Agreement and the Closing Date. Seller agrees that are leased, valid leasehold interests in) it shall convey the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, Buyer free and clear of all Encumbrances liens, pledges, voting agreements, voting trusts, proxy agreements, claims, security interests, restrictions, mortgages, deeds of trust, tenancies, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments, and other burdens, options or encumbrances of any kind or nature(collectively, except "Liens"). Schedule 1-A identifies, as to each Assumed Contract listed thereon, whether (aA) Encumbrances disclosed on SCHEDULE 7the consent of the other party thereto is required, all of which will (B) notice must be removed and released at or prior given to the Closingother party (including when such notice must be given), or (bC) Permitted Encumbrancesany payment is required (including the amount thereof), in order for such Assumed Contract to continue in full force and (c) restrictions stated in effect upon the Governmental Permits. None consummation of the Encumbrances disclosed on SCHEDULE 7 include loanstransactions contemplated hereby, credit arrangements, borrowings or (D) whether such Assumed Contract can be canceled by the other obligations that are cross-collateralized with party without liability to such other party due to the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none consummation of the Equipment is leased from any other Persontransactions contemplated hereby. The Assets[__________________] Page 2 __________, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.1998

Assets. On the date (the "Closing Date") of the consummation of the transactions contemplated by this Agreement (the "Closing"), Buyer shall purchase from Seller, and Seller has good shall sell to Buyer, substantially all of the assets, properties, interests and marketable title to (orrights of Seller, real and personal, tangible and intangible, owned or leased by Seller which are used or held for use in the case operation of Assets the Station including, but not limited to, all the following: (a) licenses, permits and authorizations of any governmental authority, including the FCC, which FCC licenses, permits and authorizations are listed on Schedule 6(c) hereto; (b) all documents, files, books and records, including the local public file; (c) all contracts and agreements (including lease agreements) listed on Schedule 1-A hereto (the "Assumed Contracts"); and (d) goodwill related to the Station. The assets conveyed (the "Assets") will include all replacements and additions thereto between the date of this Agreement and the Closing Date. Seller agrees that are leased, valid leasehold interests in) it shall convey the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, Buyer free and clear of all Encumbrances liens, pledges, voting agreements, voting trusts, proxy agreements, claims, security interests, restrictions, mortgages, deeds of trust, tenancies, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments, and other burdens, options or encumbrances of any kind or nature(collectively, except "Liens"). Schedule 1-A identifies, as to each Assumed Contract listed thereon, whether (aA) Encumbrances disclosed on SCHEDULE 7the consent of the other party thereto is required, all of which will (B) notice must be removed and released at or prior given to the Closingother party (including when such notice must be given), or (bC) Permitted Encumbrancesany payment is required (including the amount thereof), in order for such Assumed Contract to continue in full force and (c) restrictions stated in effect upon the Governmental Permits. None consummation of the Encumbrances disclosed on SCHEDULE 7 include loanstransactions contemplated hereby, credit arrangements, borrowings or (D) whether such Assumed Contract can be canceled by the other obligations that are cross-collateralized with party without liability to such other party due to the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none consummation of the Equipment is leased from any other Persontransactions contemplated hereby. The AssetsMr. R. Stevxx Xxxxx Xxxe 2 July 6, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.1998

Assets. Seller has good and marketable title to (or, a) Except as disclosed in Section 4.10(a) of the SB Disclosure Memorandum or as disclosed or reserved against in the case SB Financial Statements delivered prior to the date of Assets that are leasedthis Agreement, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will SB Entities have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances Liens except those permitted in Section 4.10(e), to all of any kind or naturetheir respective Assets that they own, except (a) Encumbrances disclosed on SCHEDULE 7where any such Lien or all such Liens in the aggregate would not reasonably be expected to result in an SB Material Adverse Effect. In addition, to the Knowledge of SB, all tangible properties used in the businesses of which will be removed the SB Entities are in good condition, reasonable wear and released at or prior to tear excepted, and are usable in the Closing, ordinary course of business consistent with SB’s past practices. (b) Permitted EncumbrancesAll Assets that are material to SB’s business, held under leases or subleases by any of the SB Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought), and to the Knowledge of SB, each such Contract is in full force and effect. (c) restrictions stated The SB Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in the Governmental Permitssuch amounts as management of SB has reasonably determined to be prudent. None of the Encumbrances disclosed on SCHEDULE 7 include loansSB Entities has received written notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, credit arrangements(ii) premium costs with respect to such policies of insurance will be substantially increased, borrowings or other obligations (iii) similar coverage will be denied or limited or not extended or renewed with respect to any SB Entity, any act or occurrence, or that are cross-collateralized with the assets any Asset, officer, director, employee or agent of any other Affiliate of SellerSB Entity will not be covered by such insurance or bond. Except as set forth on SCHEDULE 2 OR 3, none disclosed in Section 4.10(c) of the Equipment is leased from any other Person. The AssetsSB Disclosure Memorandum, together with the Excluded Assets, there are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate presently no claims for continued use amounts exceeding $50,000 individually or in the manner aggregate pending under such policies of insurance or bonds, and no written notices of claims in which it is presently usedexcess of such amounts have been given by any SB Entity under such policies. To Seller's knowledgeSB has made no claims, and no Person (other than Seller with respect claims are contemplated to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system be made, under its directors’ and officers’ errors and omissions or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair insurance or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsbankers’ blanket bond.

Assets. Seller Sterling has Previously Disclosed to Xxxxx-Xxxxx a complete and accurate list of all real property, leaseholds, or other interests therein owned by Sterling and its Subsidiaries. Sterling and its Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (orwhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by Sterling and its Subsidiaries or reflected as owned in the books and records of Sterling and its Subsidiaries, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases Previously Disclosed or not required to be disclosed and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by Sterling and its Subsidiaries since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business). All property and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Liens and are not, in the case of Assets that are leasedreal property, valid leasehold interests in) the Assets (other than Real Propertysubject to any rights of way, as building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to which the representations all such properties and warranties in SECTION 5.7 and the Deeds apply) and, at Closingassets, (i) mortgages or security interests shown on the LLC will have good and marketable title to (orBalance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as with respect to which the representations and warranties in SECTION 5.7 and the Deeds applyno default (or event that, with notice or lapse of time or both, would constitute a default) and exists, (ii) Seller will have good mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and marketable title security interests being limited to the LLC Interest. The Assets (other than Real Propertyproperty or assets so acquired), as with respect to which the representations and warranties in SECTION 5.7 and Deeds applyno default (or event that, with notice or lapse of time or both, would constitute a default) areexists, (iii) Liens for current taxes not yet due, and at Closing will be(iv) with respect to real property, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7minor imperfections of title, all if any, none of which will be removed is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Sterling or any Subsidiary, and released at or prior to the Closing, (b) Permitted Encumbrances, zoning laws and (c) other land use restrictions stated in that do not impair the Governmental Permits. None present or anticipated use of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearssubject thereto.

Assets. Seller DPC or one of the other Transferred Business ------ Companies owns, leases or has the legal right (including pursuant to the Related Agreements) to use all material Assets (other than (i) Real Property, which is the subject of Section 3.13, (ii) Intellectual Property, which is the subject of 3.14 and (iii) the Transferred Equipment) reflected on the Balance Sheet or, except for Excluded Assets, thereafter acquired by the Transferred Business except for those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement. DuPont owns, leases or has the legal right to use all of the Transferred Equipment. DPC or one of the other Transferred Business Companies has good and marketable valid title to (or, or in the case of leased Assets, valid leasehold interests in) all Transferred Assets that are leasedfree and clear of all Encumbrances except Permitted Encumbrances (other than (i) Real Property, (ii) Intellectual Property, or (iii) the Transferred Equipment). DuPont has good and valid title to (or in the case of leased Assets, valid leasehold interests in) the Assets (other than Real PropertyTransferred Equipment free and clear of all Encumbrances except Permitted Encumbrances. Upon consummation of the Sale, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC Buyer will have acquired good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beTransferred Equipment, free and clear of all Encumbrances of any kind or natureEncumbrances, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) other than Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with for the Excluded Assets, are (i) the Transferred Assets comprise all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person Assets (other than Seller with respect to Intellectual Property) primarily employed or primarily used in or by DuPont and its Subsidiaries in the Businessconduct and operation of the Transferred Business and (ii) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or there are no Assets (other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledgethan Intellectual Property, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area Assets being leased pursuant to the requirement of any ordinancea Lease or services being provided under a Site Services Agreement, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System each case that is a Related Agreement) which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or are material to the operation conduct of the System. No Person, Transferred Business as currently conducted other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsTransferred Assets.

Assets. Seller has good and marketable title to (or, Except as disclosed in Section 5.9 of the Foilmark Disclosure Memorandum or as disclosed or reserved against in the case Foilmark Financial Statements delivered prior to the date of Assets that are leasedthis Agreement, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will Foilmark Companies have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will betitle, free and clear of all Encumbrances of any kind or natureLiens, except (a) Encumbrances disclosed on SCHEDULE 7, to all of which will be removed their respective Assets. All tangible properties used in the businesses of the Foilmark Companies are in good condition, reasonable wear and released at tear excepted, and are usable in the ordinary course of business consistent with Foilmark's past practices. Section 5.9 of the Foilmark Disclosure Memorandum sets forth, as of the date of this Agreement (x) all real property owned by Foilmark and its Subsidiaries, singly or in common or joint venture with each other or other entities or individuals, and (y) all real property that Foilmark and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other or with other entities or individuals. All items of inventory of the Foilmark Companies reflected on the most recent balance sheet included in the Foilmark Financial Statements delivered prior to the Closingdate of this Agreement and prior to the Effective Time consisted and will consist, (b) Permitted Encumbrancesas applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Foilmark Companies are a part. All Assets which are material to Foilmark's business on a consolidated basis, held under leases or subleases by any of the Foilmark Companies, are held under valid Contracts enforceable in accordance with their respective terms, and (c) restrictions stated each such Contract is in full force and effect. Section 5.9 of the Governmental PermitsFoilmark Disclosure Memorandum sets forth the scope of coverage of all of Foilmark's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Encumbrances disclosed on SCHEDULE 7 include loansFoilmark Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, credit arrangements, borrowings or other obligations that are cross-collateralized (ii) premium costs with the assets respect to such policies of any other Affiliate of Sellerinsurance will be substantially increased. Except as set forth on SCHEDULE 2 OR 3, none disclosed in Section 5.9 of the Equipment is leased from Foilmark Disclosure Memorandum, there are presently no claims pending under such policies of insurance and no notices of denial of any other Personmaterial claim have been received by any Foilmark Company under such policies within the past twelve months. The Assets, together with Assets of the Excluded Assets, are Foilmark Companies include all the assets, rights and interests necessary to permit the LLC to conduct the Business and Assets required to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as business of the ClosingFoilmark Companies as presently conducted. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.5.10

Assets. Seller has good (a) The Asset Sellers have good, valid and marketable title to (orin, in the case of Assets that are leased, or valid leasehold interests in) with respect to (or other valid rights to use), all of the Acquired Assets (other than Real Propertyowned or purported to be owned by the Asset Sellers, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) Acquired Assets owned or purported to be owned by the LLC will have good and marketable title to (or, in the case of Assets that Asset Sellers are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, held free and clear of all Encumbrances Liens other than Permitted Liens and Permitted Real Property Exceptions. The Asset Sellers are entitled to sell all of the Acquired Assets on the terms set forth in this Agreement and the Transaction Documents and no Asset Seller is party to, and the Acquired Assets are not subject to, any kind option or natureContract (other than this Agreement or the Transaction Documents) that require or grant the right to sell, except transfer or otherwise dispose of the Acquired Assets. (ab) Encumbrances disclosed on SCHEDULE 7The Acquired Company has good, valid and marketable title in, or valid leasehold interests with respect to (or other valid rights to use), all of which will the assets owned or purported to be removed and released at or prior to owned by the Closing, (b) Permitted EncumbrancesAcquired Company, and the assets owned or purported to be owned by the Acquired Company are held free and clear of all Liens other than Permitted Liens and Permitted Real Property Exceptions. (c) restrictions stated in On the Governmental Permits. None Closing Date (assuming receipt of the Encumbrances disclosed on SCHEDULE 7 include loansall consents, credit arrangementsapprovals and authorizations contemplated by Section 3.5), borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except except as set forth on SCHEDULE 2 OR 3Schedule 3.13 and except for the properties and assets to be made available to Buyer and its Affiliates under the IP License Agreement, none Trademark License Agreement and the Transition Services Agreement, the assets of the Equipment is leased from any other Person. The Assets, together with Acquired Company and the Excluded Assets, are Acquired Assets will constitute all of the assets, rights properties and interests assets necessary to permit the LLC to conduct the Acquired Business and to operate immediately following the System substantially Closing in all material respects as it is currently being has been conducted and operated and during the twelve (12) months prior to the date of this Agreement; provided, however, that nothing in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits this Section 3.13 shall be deemed to constitute a representation or warranty as to the adequacy of the Closingamounts of Cash and Cash Equivalents or Working Capital (or the availability of the same). All the Equipment listed in SCHEDULE 5 is in good operating condition equipment and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement items of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No tangible property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.forming part

Assets. Seller (a) Except as set forth in the Allied Disclosure Schedule and except for Assets disposed of since March 31, 1998 in the ordinary course of business and consistent with past practice: (i) each of Allied and the Allied Subsidiaries has good and marketable title to (or, in the case of all Assets that are leaseddisclosed or otherwise reflected in its March 31, valid leasehold interests in) 1998 Quarterly Statement or unaudited GAAP Financial Statements for the Assets (other than Real Propertythree months ended March 31, 1998, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) aremay be, and at Closing will beall Assets acquired thereafter, and all such Assets are owned by such Persons, free and clear of all Encumbrances Liens, other than Permitted Liens, and the bonds, notes, debentures and other evidences of any kind indebtedness that constitute Investment Assets, disclosed or natureotherwise reflected in its March 31, except (a) Encumbrances disclosed on SCHEDULE 71998 Quarterly Statement or unaudited GAAP Financial Statements for the three months ended March 31, all of which will be removed and released at 1998, as the case may be, or prior acquired thereafter, are, to the ClosingKnowledge of each of Allied and the Allied Subsidiaries, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All date of this Agreement, in all material respects collectible in accordance with the Equipment listed terms of the Investment Assets and the documents relating thereto; (ii)(A) Allied and each Allied Subsidiary owns good and indefeasible, marketable fee simple title to, or has a valid leasehold interest in, all real property used in SCHEDULE 5 the conduct of its Business or of a type which would be required to be specifically disclosed by an Allied Insurer in Schedule A of its Annual Statement, free and clear of all Liens, other than Permitted Liens; (B) in the aggregate all real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; (C) no improvement on any such real property owned or leased by Allied or any Allied Subsidiary encroaches upon any real property of another Person without an appurtenant easement or other legal right allowing such encroachment, nor encroaches over any applicable set back lines without the benefit of non-conforming use status, a variance or adequate insurance insuring against any Liability due to the attempted enforceability of the Law creating such set back line, the result of which encroachments, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect; and (D) Allied and each Allied Subsidiary owns, leases or, in all material respects, has the valid right to use adequate means of ingress and egress to, from and over all such real property; (iii) Allied and each Allied Subsidiary owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of its Business, free and clear of all Liens other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and repair, ordinary wear and tear excepted excepted, and is is, in all material respects, suitable and adequate for continued its current uses; and (iv) Allied and each Allied Subsidiary has the right to use in free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the manner in conduct of its Business, all of which it is presently used. To Seller's knowledge, no Person (other than Seller related documentation, manuals, training materials and policy forms), as of the date of this Agreement, is listed in the Allied Disclosure Schedule; and neither Allied nor any Allied Subsidiary is in material conflict with or violation or infringement of, nor has Allied or any Allied Subsidiary received any notice of any such conflict with or violation or infringement of, any asserted rights of any other Person with respect to any Intellectual Property, including, without limitation, the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed Intellectual Property listed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsAllied Disclosure Schedule.

Assets. Seller DPC or one of the other Transferred Business Companies owns, leases or has the legal right (including pursuant to the Related Agreements) to use all material Assets (other than (i) Real Property, which is the subject of Section 3.13, (ii) Intellectual Property, which is the subject of 3.14 and (iii) the Transferred Equipment) reflected on the Balance Sheet or, except for Excluded Assets, thereafter acquired by the Transferred Business except for those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement. DuPont owns, leases or has the legal right to use all of the Transferred Equipment. DPC or one of the other Transferred Business Companies has good and marketable valid title to (or, or in the case of leased Assets, valid leasehold interests in) all Transferred Assets that are leasedfree and clear of all Encumbrances except Permitted Encumbrances (other than (i) Real Property, (ii) Intellectual Property, or (iii) the Transferred Equipment). DuPont has good and valid title to (or in the case of leased Assets, valid leasehold interests in) the Assets (other than Real PropertyTransferred Equipment free and clear of all Encumbrances except Permitted Encumbrances. Upon consummation of the Sale, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC Buyer will have acquired good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beTransferred Equipment, free and clear of all Encumbrances of any kind or natureEncumbrances, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) other than Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with for the Excluded Assets, are (i) the Transferred Assets comprise all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person Assets (other than Seller with respect to Intellectual Property) primarily employed or primarily used in or by DuPont and its Subsidiaries in the Businessconduct and operation of the Transferred Business and (ii) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or there are no Assets (other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledgethan Intellectual Property, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area Assets being leased pursuant to the requirement of any ordinancea Lease or services being provided under a Site Services Agreement, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System each case that is a Related Agreement) which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or are material to the operation conduct of the System. No Person, Transferred Business as currently conducted other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsTransferred Assets.

Assets. As of the Closing, the Owned Assets, together with (a) all Assets leased to the Company or the Company Subsidiary (collectively, the “Leased Assets”), (b) any and all Intellectual Property Rights and other Assets licensed to the Company or the Company Subsidiary (collectively, the “Licensed Assets”), (c) the rights or other benefits set forth in or contemplated by the Transition Services Agreement, the Professional Services Agreement and the License Agreement, (d) the rights or other benefits under Contracts of Seller has and its Affiliates (other than the Company and the Company Subsidiary) under which the Company or the Company Subsidiary receives goods or services prior to Closing and set forth on Section 5.10 to the Disclosure Letter (such rights and other benefits, collectively, the “Retained Benefits”) and (e) services provided by Seller or any of its Affiliates (other than the Company and the Company Subsidiary) to the Company and the Company Subsidiary as set forth on Section 3.18(e) of the Disclosure Letter (such services, collectively, the “Retained Services”), will constitute all of the assets, properties, services and rights necessary for the conduct of the Business in substantially the same manner as presently conducted, subject to the terms thereof (including that the Transaction Documents contemplate changes in the manner in which the Business is currently operated). None of the Patents (as defined in the Distribution Agreement) distributed by the Company to the Seller Subsidiary pursuant to the Distribution Agreement dated April 22, 2010 (the “Distribution Agreement”) are necessary to the operation of the Business as currently conducted. The Company and the Company Subsidiary have (i) good and marketable title to (or, all Assets reflected as being owned by them on the latest balance sheet included in the case of Assets that are leased, valid leasehold interests in) the Assets Financial Statements (other than Real Property, as subject to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, changes in the case ordinary course of Assets that are leasedbusiness since the date of the Financial Statements) (collectively, valid leasehold interests in) the Assets (other than Real Property“Owned Assets”), as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller a valid leasehold interest in all of the Leased Assets and (iii) a valid license right to use all of the Licensed Assets, in each case free and clear of all Liens other than Permitted Liens or Liens contemplated by Contracts relating thereto. Upon and immediately following the Closing, each of the Company and the Company Subsidiary will have continue to be vested with good and marketable title to the LLC Interest. The Owned Assets, a valid leasehold interest the Leased Assets (other than Real Propertyand license right interest in the Licensed Assets, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, each case free and clear of all Encumbrances of any kind Liens other than Permitted Lien or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental PermitsLiens contemplated by Contracts relating thereto. None All of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that tangible Owned Assets and Leased Assets have been maintained in accordance with normal industry practice and are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary repair (subject to normal wear and tear excepted tear). Purchaser hereby acknowledges and is suitable agrees that the Retained Benefits and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to Retained Services will be made retained by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or and will not be prior transferred or otherwise made available to ClosingPurchaser, repairedthe Company or the Company Subsidiary in connection with the transactions contemplated by this Agreement, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than except as specifically set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsTransaction Documents.

Assets. Seller (a) Section 4.3(a) of the Disclosure Schedules sets forth a list and, to the extent available, a legal description of (i) any and all real property owned by the Company or an Affiliate of the Company and on which the Refinery is located (other than any real property owned by the Company or an Affiliate of the Company for the sole purpose of installing and operating pipelines, pump stations, metering stations and other pipeline related facilities) (the “Owned Real Property”), and (ii) any and all real property leased by the Company or an Affiliate of the Company and on which the Refinery is located (other than any real property leased or licensed by the Company or an Affiliate of the Company for the sole purpose of installing and operating pipelines, pump stations, metering stations and other pipeline related facilities) (the “Leased Real Property”). The Company or an Affiliate of the Company has good and marketable title to (or, the Owned Real Property and valid and enforceable leasehold interests in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Leased Real Property, as to which in each case free and clear of all Liens except Permitted Liens. As of the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller Company will have good and marketable title to the LLC Interest. The Assets (other than Owned Real Property and valid and enforceable leasehold interests in the Leased Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, each case free and clear of all Encumbrances Liens except Permitted Liens. All leases of any kind Leased Real Property are valid and binding obligations of, and enforceable against, the Company or naturean Affiliate of the Company and, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the ClosingKnowledge of Seller, (b) Permitted Encumbrancesthe other parties thereto, and (c) restrictions stated in there does not exist under any such lease any material default on the Governmental Permits. None part of the Encumbrances disclosed Company, or the relevant Affiliate of the Company, or, to the Knowledge of Seller, any material default on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets part of any other Affiliate party to such leases, or, to the Knowledge of Seller, any event that with notice or lapse of time or both would reasonably be expected to constitute a material default. Except as set forth on SCHEDULE 2 OR 3To the Knowledge of Seller, none correct and complete copies of each of the Equipment is leased from written leases (as amended) for the Leased Real Property have been made available to Buyer. Neither Seller nor the Company has received any other Person. The Assetswritten notice of any appropriation, together with condemnation, or like proceeding, or of any violation of any applicable zoning Law relating to or affecting the Excluded AssetsReal Property Interests, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as Knowledge of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) such proceeding has been granted threatened or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearscommenced.

Assets. Seller Except for the Excluded Assets, the Assets and the assets of ITi together constitute all of the property and assets which are considered part of the Business and all of the Assets necessary to conduct the Business as presently conducted. ITi does not own any assets other than assets included in the Proprietary Rights. QuickHire has the right to convey, and the execution and delivery of this Agreement and the Transaction Documents will convey to Buyer, and Buyer will be vested with good and marketable title to (orin and to, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beAssets, free and clear of any and all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed Liens other than the limited liabilities assumed by Buyer pursuant to Section 1.2 above and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except than as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other PersonSchedule 4.1. The Assets, together with the Excluded Assets, tangible Assets are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted excepted, and is are suitable and adequate for continued use the uses intended. All tangible Assets are located at QuickHire's premises described in the manner lease listed on Schedule 4.6 (the "Lease") or at the co-location facility described in which it is presently usedSchedule 1.1(d). To Seller's knowledgeExcept for the real property described in the Lease, no Person (other than Seller with respect to none of the Business) has been granted Assets are held under any lease, security agreement or has applied for a cable television franchise in conditional sales contract. No claim by any Service Area third party contesting the validity, enforceability, use or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation ownership of any of the System. No property Assets has been made, is currently pending or to the knowledge of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not beenSeller Parties is threatened. QuickHire or ITi owns and possesses all right, title and interest in and to, or will not be prior has a valid license to Closinguse, repaired, restored or replaced and which damage, loss or disruption is material or material to all of the Proprietary Rights necessary for the operation of the SystemBusiness as presently conducted and none of such Proprietary Rights have been abandoned. No Personclaim by any third party contesting the validity, other than Sellerenforceability, owns use or ownership of any assets such Proprietary Rights has been made, is currently outstanding or, to the knowledge of the Seller Parties, is threatened, and there is no reasonable basis for any such claim. None of the Seller Parties has received any notice of, nor is any Seller Party aware of any fact that are used indicates a reasonable basis for an allegation of, any infringement or misappropriation by, or conflict by or with, any rights of any third party with respect to any of the Assets or the Proprietary Rights. Neither QuickHire nor ITi has, in connection with the Assets, the Proprietary Rights and the Business, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is any Seller Party aware of any infringement, misappropriation or conflict that will occur as a result of the continued use of the Assets and the Proprietary Rights and operation of the SystemBusiness as presently conducted, including without limitation the use of proprietary and confidential information being assigned to Buyer by QuickHire or ITi pursuant to this Agreement. QuickHire or ITi owns all tangible and intangible property rights used in or otherwise necessary for use with all software utilized by the Business or leased, licensed, sold or otherwise provided to Customers; and pursuant to this Agreement QuickHire is conveying to Buyer complete and exclusive right, title and interest in and to such software owned by QuickHire. All personnel of QuickHire and ITi, including without limitation employees, agents, consultants and contractors, who have contributed to or participated in the conception and/or development of all or any part of such software or any other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets Proprietary Right (1) have been owned by Seller but located outside party to a "work-for-hire" arrangement or agreement with QuickHire or ITi, in accordance with applicable federal and state law, that has accorded QuickHire or ITi full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (2) have executed appropriate instruments of assignment in favor of QuickHire or ITi as assignee that have conveyed to QuickHire or ITi full, effective and exclusive ownership of all tangible and intangible property thereby arising. QuickHire and ITi are duly licensed and/or qualified to do business and in good standing in each jurisdiction in which the State character of Washington within its operations requires such license or qualification, except for those jurisdictions where the previous five (5) yearsfailure to be so licensed, qualified or in good standing would not individually or in the aggregate have a material adverse effect on the Assets, the Proprietary Rights or the Business, and each of QuickHire and ITi has the power and authority to conduct its business and to execute and deliver this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder.

Assets. Seller has (a) Except as set forth in Section 3.6(a) of the Disclosure Schedule, on January 31, 2000, Osicom and each of its Subsidiaries had and, except with respect to assets disposed of or acquired in the ordinary course of business and consistent with past practice since such date, Osicom and each of its Subsidiaries now has, good and marketable valid title to, or holds by valid and existing lease or license, all the assets reflected as assets of Osicom and its Subsidiaries on the Osicom Balance Sheet or which would have been reflected on the Osicom Balance Sheet if acquired prior to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will besuch date, free and clear of all Encumbrances of any kind except for: Encumbrances which secure indebtedness or nature, except obligations which are properly reflected on the Osicom Balance Sheet and Permitted Liens (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated as defined in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of SellerSection 10.16). Except as set forth on SCHEDULE 2 OR 3, none in Section 3.9(a) of the Equipment is leased from any other Person. The AssetsDisclosure Schedule, together with the Excluded AssetsOsicom and its Subsidiaries own, are or have valid leasehold interests in, all the material assets, rights tangible and interests intangible, necessary for the operation or conduct of Osicom's and such Subsidiary's business as conducted prior to permit and through the LLC to conduct Closing Date (the Business "Osicom Assets"), and to operate the System substantially as it is currently being conducted and operated and all such assets are in material compliance with all applicable Legal Requirementsreasonably good maintenance, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary normal wear and tear excepted excepted, other than machinery and is suitable equipment under repair or out of service in the ordinary course of Osicom's or such Subsidiary's business. The Osicom Assets include, without limitation, all right, title and adequate interest to the hubs, switches, LAN adapters, FDDI, VME boards, stand alone print servers, Nethopper and all other network access business assets, and all associated know-how and proprietary information related thereto, that (i) are necessary for continued use Sync to operate Osicom's business in the manner in which it is presently used. To Seller's knowledgeOsicom has operated the same, no Person and (other than Seller with respect to ii) were owned by the Business) has been granted Shareholder or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property its Subsidiaries as of any Person has been damagedJanuary 31, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years2000.

Assets. Seller (a) Each of the Company Entities has good and marketable title to (orall assets owned by them, in the case of Assets that are leased, and valid leasehold interests in) in all assets leased by them, that are material to the Assets conduct of the Business (other than Real Propertycollectively, as to which the representations “Assets”), in each case free and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, clear of all Encumbrances except for (i) the LLC obligations of the Company Entities under any end-user license agreements, (ii) Permitted Encumbrances and (iii) Encumbrances which solely secure Debt that will have be included within the Estimated Closing Debt to be reflected on the Estimated Closing Statement. Upon consummation of the Closing, after giving effect to the payments of Debt to be made pursuant to Section 2.05 of this Agreement and the terms of any end-user license agreements, the Company Entities will hold good and marketable title to (or, in all of the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beassets owned by them, free and clear of all Encumbrances other than (x) Permitted Encumbrance and (y) the obligations of the Company Group under any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, end-user license agreements. The Assets of the Company Group that will be assets of the Company Group immediately after the consummation of the Merger represent all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests properties necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as business of the ClosingCompany Group, as presently conducted and, collectively, represent all of the assets and properties used or currently intended for use in the conduct of the business of the Company Group, as presently being conducted, including without limitation, (i) all software products owned or licensed by the Company Group and/or marketed under the Company’s name, and all e-data management system products, and all components and modules thereto and the source code, object code, data and documentation associated therewith and the copyrights (registered and non-registered), trade secrets, trademarks, tradenames and other proprietary rights associated therewith; (ii) all fixed assets related thereto; (iii) any and all customer lists related thereto; (iv) all customer contracts; (v) all vendor contracts; and (vi) the goodwill associated therewith. Set forth on Schedule 3.16(a) of the Company Disclosure Schedule is a listing of all current and prior corporate names of the Company and its Subsidiaries, all assumed names under which the Company and its Subsidiaries conduct business and all names of all predecessor companies of the Company Group, including the names of any entities acquired by any entity in the Company Group (by stock purchase, merger or otherwise) or owned by any such entity or from which any such entity previously acquired material assets. All machinery, plant and equipment, furniture, fixtures and other material items of personal property used in the Equipment listed in SCHEDULE 5 is Business are in good operating condition and repair, ordinary fit for operation in the Ordinary Course of Business (subject to normal wear and tear excepted tear) with no known defects that could reasonably be expected to materially interfere with the conduct of normal operations of such machinery, equipment, furniture, fixtures and is other personal property and are suitable and adequate for continued use in the manner in purposes for which it is presently they are currently being used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.

Assets. Seller has good Subject to the terms and marketable title to conditions of this Agreement at the Closing (oras hereinafter defined), and in reliance upon the case of Assets that are leasedcovenants, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 of IHS and the Deeds apply) andBuyer, at ClosingSellers will sell, (i) the LLC will have good assign and marketable title convey to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, Buyer free and clear of all Encumbrances Liens (as such term is hereinafter defined) other than Permitted Liens (as such term is hereinafter defined), and subject to the terms and conditions of any kind or naturethis Agreement and in reliance upon the covenants, except (a) Encumbrances disclosed on SCHEDULE 7representations and warranties of Sellers and the Members, Buyer will purchase and acquire from Sellers, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of each Seller which now or hereafter comprise, or which are now or hereafter used or useful in connection with the operation of, the Business (the "Assets"), excluding inventory and supplies disposed of from the date hereof until Closing in the ordinary course of business consistent with past practice and otherwise in conformity with the obligations of Sellers and the Members under this Agreement, and excluding the Excluded NY 02 Assets (as defined below) and each Seller's Certificate of Incorporation, qualification to do business in any jurisdiction, taxpayer identification number, minute books, stock transfer records and other Affiliate of documents related specifically to such Seller's corporate organization and maintenance (collectively, "Excluded Assets"). Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with for the Excluded Assets, are the Assets will include, without limitation, all the assetstangible, intangible, real, personal and mixed property, operations, policy and procedure manuals, leasehold interests, inventory, cash, accounts receivable, cash equivalents, notes receivable, claims and rights under Designated Contracts (defined herein), rights in collateral or other security for obligations due to any Seller, provider agreements with third party payors, the names "Total Rehab Services" and interests necessary "Total Rehab Services 02", all other tradenames, trademarks, service marks, patient lists and records, telephone numbers, trade secrets, other proprietary rights or intellectual property, good will, and, to permit the LLC to conduct the Business extent permitted by law, all permits, licenses and to operate the System substantially as it is currently being conducted certificates of need and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than rights held by Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction ownership or operation of any or all of the SystemBusiness or other Assets, and all of each Seller's books and records pertaining to the foregoing. No property of any Person has been damaged, destroyed, disturbed or removed in Notwithstanding the process of construction or maintenance assignment and transfer to Buyer of the System which has names "Total Rehab Services" and "Total Rehab Services O2", neither Seller shall be required to file a Certificate of Amendment to its respective Certificate of Organization to change its name so long as it shall not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material transact business under such name. "Excluded NY 02 Assets" shall mean all assets relating solely to the operation of the SystemExcluded NY 02 Services (defined in Section 1.6(a)) including any accounts receivable arising solely from Excluded NY 02 Services, all as more specifically described on Schedule 1.1. No PersonNotwithstanding the foregoing, other than Sellerall assets necessary or useful to, owns or held for use in connection with, the provision of 02 Services at or to the Southshore Home (defined in Section 1.6(b)) including, without limitation, any assets that are used in accounts receivable (the operation "Southshore Receivables") shall be included as Assets and shall not be part of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsExcluded NY 02 Assets.

Assets. Seller has good and marketable title Prior to (orthe Distribution Time, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 BCHI and the Deeds applyBCHI Subsidiaries will transfer to a newly created Subsidiary of BCHI or to Tempo Telecom, LLC or another current subsidiary of BCHI approved by the Company (such company being hereinafter referred to as “Spinco”) and, at Closing, (i) the LLC will have good all customer contracts and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller accounts relating thereto with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other nonthen existing consumer business of BCHI and the BCHI Subsidiaries and all customer contracts and accounts relating thereto with respect to their single-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed line business services business located in the process of construction or maintenance of United States (collectively, the System which has not been“Consumer/SMB Business Customers”), or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns (ii) any assets that are used solely to support the Consumer/SMB Business Customers in the operation United States, and (iii) any other assets that are reasonably agreed by the Parties as necessary to support the services provided to the Consumer/SMB Business Customers. The services currently provided by BCHI and the BCHI Subsidiaries to the Consumer/SMB Business Customers include landline local voice services, associated long distance voice services, associated ancillary services such as adjunct-to-basic services that are intended to facilitate completion of calls through utilization of basic telephone service facilities including, but not limited to, call waiting, speed dialing, caller ID, call blocking, call forwarding, and voicemail, and associated carrier access services; the SystemTempo consumer wireless voice and data services (collectively, other than the “Consumer/SMB Business”). For avoidance of doubt, the patents set forth on Annex 1 to this Exhibit D will not be transferred to Spinco but Spinco will have a perpetual, royalty free license to use such patents in the United States.x The parties hereto agree that Annex 2 to Exhibit D (the “Existing Annex”) will be amended (as amended, the “Revised Annex”) to remove the Canadian assets and include, as agreed by the parties, certain additional assets based on customer metrics (category and RPUs) identified by the parties. The Revised Annex will be completed using the methodologies set forth in SCHEDULE 4.3 the Existing Annex. The parties agree to cooperate to finalize the Revised Annex no later than Tuesday, February 6, 2018, and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.attach same to this Amendment as Exhibit B.”

Assets. Seller has good (a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, the Purchased Entities and marketable title the Asset Sellers (with respect to the Acquired International Structured Finance Business) own or lease (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, will own or lease) all Property required to conduct each Acquired Business in the case ordinary and usual course of businesses consistent with their respective past practices (collectively, the "Assets"). Except as set forth in Section 3.14(a) of the Disclosure Schedule, after giving effect to transfer of the Other Acquired Business Assets that are leasedpursuant to Section 5.12, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC each Purchased Entity will have good and marketable valid title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beall Property used or held for use by it, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) other than Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none in Section 3.14(a) of the Equipment Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to the Acquired International Structured Finance Business) is leased from a lessee under any lease of tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other Personthan those which may be canceled by such Purchased Entity or Asset Seller without any payment or penalty upon no more than 30 days' prior notice. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially Except as it is currently being conducted and operated and set forth in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as Section 3.14(a) of the Closing. All Disclosure Schedule, the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued consummation of the Acquisition will not give rise to any right of any Person to (x) terminate any Purchased Entity's right or entitlement to use any Property currently used or employed by it in the manner conduct of the Acquired Businesses as presently conducted by it or (y) require that any Purchased Entity obtain a consent or pay a fee in which order to continue to use any Property currently used or employed by it is in the conduct of the Acquired Businesses as presently usedconducted by it. To Seller's knowledgeKnowledge, all Property of which a Purchased Entity is (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12 hereof, will be) the lessee or obligor are in full force and effect according to their terms and there are no Person (other than Seller with respect outstanding defaults thereunder, except for any defaults which could not reasonably be expected to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller give rise to any street(i) right of termination thereunder, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of (ii) right by any Person has been damagedto recover Losses, destroyedcharges, disturbed penalties or removed fees against any Purchased Entity in excess of $100,000, in the process aggregate or (iii) grant of construction injunctive or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns equitable relief against any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsPurchased Entity.

Assets. Except as set forth on Section 3.24 of the Seller Disclosure Schedule, each Acquired Company has good and marketable valid title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Leased Real Property, as to which has a valid leasehold interest in all of its respective properties, rights and assets, whether real or personal, tangible or intangible, including all assets reflected in the representations and warranties Financial Statements or acquired after the Balance Sheet Date, except for such assets that have been sold or otherwise disposed of since the Balance Sheet Date in SECTION 5.7 and the Deeds apply) andordinary course of business or otherwise not in violation of this Agreement (such assets, at Closingcollectively, (i) the LLC will have good and marketable title to (or“Sufficiency Assets”), in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will beeach case, free and clear of all Encumbrances of any kind or natureEncumbrances, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior subject only to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in . For the Governmental Permits. None avoidance of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3doubt, none of the Equipment is leased from Sufficiency Assets are subject to any other PersonEncumbrance in favor of Seller, its Subsidiaries or Affiliates. The Other than the Back Office Operations, the Excluded Assets, the Excluded Liabilities and the individuals listed on Section 1.1(BE)(2)) of the Seller Disclosure Schedule and any properties, rights and assets associated with the foregoing, the Sufficiency Assets, together with the properties, rights and assets made available under the Transition Services Agreement and the Contracts that will be assigned from Seller to the Company between the Signing Date and the Closing Date, constitute all rights, title, interests and other assets, tangible and intangible, and are sufficient for the conduct of the Business immediately following the Closing in substantially the same manner as conducted as of the date of this Agreement. The Business is operated in its entirety through the Acquired Companies other than the Back Office Operations, the Excluded Assets, are all the assets, rights Excluded Liabilities and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as individuals listed on Section 1.1(BE)(2)) of the ClosingSeller Disclosure Schedule. All of the Equipment listed tangible personal property of the Acquired Companies (other than inventory) is, in SCHEDULE 5 all material respects, suitable for their present uses, is in good working order, operating condition and repair, state of repair (ordinary wear and tear excepted excepted), and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise maintained in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system all material respects in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsaccordance with normal industry practice.

Assets. Seller has good and marketable title to (or, a) Except as set forth in the case KFBS Disclosure Schedule and except for Assets disposed of Assets that are leasedsince June 30, valid leasehold interests in) 2000 in the Assets (other than Real Property, as to which the representations ordinary course of business and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, consistent with past practice: (i) the LLC will have Insurance Subsidiary has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) areall Insurance Subsidiary Assets, and at Closing will beall such Insurance Subsidiary Assets are owned by Insurance Subsidiary, free and clear of all Encumbrances Liens, other than Permitted Liens, and the bonds, notes, debentures and other evidences of any kind indebtedness that constitute Investment Assets, disclosed or natureotherwise reflected in its June 30, except (a) Encumbrances disclosed on SCHEDULE 72000 Quarterly Statement or acquired thereafter, all of which will be removed and released at or prior are, to the ClosingKnowledge of KFBS, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All date of this Agreement, in all material respects collectible in accordance with the Equipment listed terms of the Investment Assets and the documents relating thereto; (ii)(A) Insurance Subsidiary has a valid leasehold interest in SCHEDULE 5 all real property used in the conduct of its Business or of a type which would be required to be specifically disclosed by Insurance Subsidiary in Schedule A of its Annual Statement, free and clear of all Liens, other than Permitted Liens; (B) in the aggregate all such real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; and (C) Insurance Subsidiary owns, leases or otherwise has the valid right to use adequate means of ingress and egress to, from and over all such real property; (iii) Insurance Subsidiary owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of its Business, free and clear of all Liens other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and repair, ordinary wear and tear excepted excepted, and is is, in all material respects, suitable and adequate for continued its current uses; and (iv) Insurance Subsidiary has the right to use in free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the manner in conduct of its Business, all of which it is presently used. To Seller's knowledge, no Person (other than Seller related documentation, manuals, training materials and policy forms), as of the date of this Agreement, is listed in the KFBS Disclosure Schedule; and to the Knowledge of KFBS, neither KFBS nor Insurance Subsidiary is in material conflict with or violation or infringement of, nor has KFBS or Insurance Subsidiary received any written notice of any such conflict with or violation or infringement of, any asserted rights of any other Person with respect to any Intellectual Property, including, without limitation, the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed Intellectual Property listed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsKFBS Disclosure Schedule.

Assets. Seller has good hereby sells and marketable assigns to Purchaser, and Purchaser hereby purchases and assumes from Seller, all of Seller’s right, title and interest in and to (or, all of the assets of Seller used in the case MSP Business and owned by Seller or otherwise permitted to be sold and assigned by Seller to Purchaser (all of such assets, excluding the Excluded Assets, are collectively referred to as the “Assets” and individually referred to as an “Asset”). The Assets include: (a) all tangible property (excluding the Excluded Assets) located at 0000 Xxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxx, XX 00000 and all other locations that are leasedSeller is conducting the MSP Business, valid leasehold interests inincluding, without limitation, home office(s) utilized by employees and independent contractors of the Seller; (b) all technology, know-how, and intellectual property related to the MSP Business (the “Intellectual Property”); (c) [RESERVED] (d) all software licenses required to operate and maintain the IT; (e) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Assets or any Liabilities expressly assumed hereunder (collectively, “Warranties”); (f) all prepaid expenses and deposits of Seller relating to the Assets or the MSP Business; (g) all contracts governing customer relationships of Seller in respect of the MSP Business (collectively, the “Assumed Customer Contracts”) and all other than Real Property, as to which contracts between the representations and warranties in SECTION 5.7 Seller and the Deeds applycustomers and suppliers set forth on Exhibit A attached hereto (collectively, the “Assumed Supplier Contracts”, and together with the Assumed Customer Contracts, the “Assumed Contracts”); (h) andall intangible assets specific to the MSP Business, at Closingincluding without limitation all goodwill, going concern value and customer lists (including customer contact information), (i) all accounts receivable for any services performed in respect of the LLC will have good MSP Business on or after the Closing Date, and marketable title to (orj) as of the Closing Date, assets, properties, warranties, guarantees, prepaid expenses, claims, causes of action, rights, privileges or interests of Seller, tangible or intangible, vested or unvested, contingent or otherwise, of every kind and description, wherever located, whether or not specifically enumerated or identified herein or in the case of Assets any schedule hereto that are leasedused or intended for use in connection with the MSP Business, valid leasehold interests inexcept (i) the Assets (other than Real Propertyorganizational documents of Seller, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) accounts receivable for pre-Closing Date services, (iii) Cash on the Seller’s balance sheet, (iv) all assets of Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) areAssets, and at Closing will be(v) those assets specifically excluded on Schedule 1.1 (the “Excluded Assets”). Seller has made a good faith attempt to list all of the Assets on Exhibit B hereto; provided, however, notwithstanding the foregoing, any failure to list an Asset thereon shall not mean that such item is not an Asset purchased by Purchaser hereunder. At the Closing, the Assets shall be directly conveyed, transferred, assigned and delivered by Seller to Purchaser, free and clear of all Encumbrances (defined below) of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None No other assets of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary Business shall be transferred to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (Purchaser other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) yearsAssets.

Assets. Seller has good and marketable title to (ora) Except as set forth on the attached ASSETS SCHEDULE, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will Companies have good and marketable title to (orto, in the case of Assets that are leased, or a valid leasehold interests interest in) , all properties and assets used by the Assets (other than Real PropertyCompanies, as to which located on their premises or shown on the representations and warranties in SECTION 5.7 and Latest Balance Sheet or acquired after the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will bedate thereof, free and clear of all Encumbrances Liens (other than properties and assets disposed of any kind in the ordinary course of business since the date of the Latest Balance Sheet or nature, except (a) Encumbrances for Liens disclosed on SCHEDULE 7, all of which will be removed and released at the Latest Balance Sheet (including any notes thereto) or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of SellerLiens). Except as set forth on SCHEDULE 2 OR 3the attached ASSETS SCHEDULE, none the Companies own, have a valid leasehold interest in or have the valid and enforceable right to use all assets, tangible or intangible, used in the conduct of their business as presently conducted and as presently proposed to be conducted. Except as set forth on the attached ASSETS SCHEDULE, no Affiliate of any Seller (including, but not limited to, Mississippi Valley Utilities, Inc. and Xxxxxxx Tele, Inc.) owns any assets or property used in the Companies' business, except for the Leased Realty owned by Xxxxxx & Xxxxxx Partnership, a Minnesota general partnership controlled by the Sellers. Except as set forth on the attached ASSETS SCHEDULE, all of the Equipment is leased from any Companies' buildings (including all components of such buildings, structures and other Person. The Assetsimprovements), together with the Excluded Assetsequipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, repair (ordinary wear and tear excepted excepted) and is suitable and adequate are fit for continued use in the manner in which it is ordinary course of the Companies' business as presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required conducted and as presently proposed to be conducted. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures made by Seller to any streetthe Companies during the twelve-months ended December 31, sidewalk or abutting or adjacent area pursuant to 1998 and the requirement of any ordinancenine-months ended September 30, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years1999.

Assets. Except as disclosed in Schedule 3.5, Seller or its subsidiaries has good and marketable title to (or, in the case all of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of any and all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Closing, (b) other than Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other PersonLiens. The Assets, Assets together with the properties and assets of the Transferred Subsidiaries, taken as a whole, constitute all the properties, assets and rights necessary for Buyer to conduct and operate the Business as conducted currently or at any time within the past 12 months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets (in each case, in the ordinary course of business) and the Excluded Assets). The Assets together with the properties and assets of the Transferred Subsidiaries, taken as a whole, are all adequate for the assetspurposes for which they are currently used or are held for use, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is are in good repair and operating condition and repair, ordinary (subject to normal wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Persontear), other than Assets that are under repair or out of service in the ordinary course of business, and, to the knowledge of Seller, owns any assets that there are used no facts or conditions affecting them which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation of the Systemthereof as currently used, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4occupied or operated, or their adequacy for such use. No Assets have been owned by Seller but located outside the State of Washington within the previous five EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES (5WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) yearsIN REGARD TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE OR OTHERWISE WITH RESPECT TO THE ASSETS OF THE DIVISION OR ANY TRANSFERRED SUBSIDIARY ARE EXPRESSLY EXCLUDED.

Assets. Seller has good (a) The Transferred FH Companies (and marketable title to their Closing Subsidiaries), the FH Asset Sellers and the FH Affiliates (orin respect of the FH Business), in the case of aggregate, own, lease, license or have the legal right to use, and the Transferred FH Companies (and their Closing Subsidiaries) and the FH Asset Sellers will at or immediately prior to the Closing own, lease, license or have the legal right to use, all material Acquired FH Assets that are leasedor FH Assets, valid leasehold interests in) including all material Assets reflected on the Assets Base Balance Sheet (other than Real Property, as to which Assets used or disposed of since the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, date thereof in the case ordinary course of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, business or as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will bepermitted under Section 5.1), free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. 15 (b) The Acquired FH Assets and the FH Assets that will be held, leased or licensed by the Transferred FH Companies and their Closing Subsidiaries as of any kind or natureClosing, except (a) Encumbrances disclosed on SCHEDULE 7, together with all Assets the benefit of which will be removed provided to Buyer or one of its Subsidiaries (including the Transferred FH Companies and released at their Closing Subsidiaries) pursuant to this Agreement (including with respect to arrangements contemplated by Section 5.16(b) or prior Section 5.17(b)), the Local Purchase Agreements or the Transition Services Agreement, and the corporate services provided by Seller or its Subsidiaries to the FH Business set forth in Section 3.16(b) of the Seller’s Disclosure Letter, will constitute, as of Closing, in all material respects all Assets which are required for Buyer and its Subsidiaries (bincluding the Transferred FH Companies and their Closing Subsidiaries) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System FH Business substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently usedconducted on the date hereof. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, no restoration, repaving, repair or other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.Section 3.17

Assets. Seller has good On and marketable title after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to (orthis Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, in benefits and obligations of a Lender under the case of Assets that are leasedLoan Documents, valid leasehold interests in) to the Assets (other than Real Propertysame extent as if it were an original party thereto, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all Encumbrances of any kind or nature, except (a) Encumbrances disclosed on SCHEDULE 7, all of which will transferor Lender shall be removed and released at or prior to the Closing, (b) Permitted Encumbrances, and (c) restrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights and interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and Governmental Permits as of the Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller further obligations with respect to the Business) has been granted Outstanding Credit Exposure assigned to such Purchaser without any further consent or has applied for a cable television franchise in any Service Area action by the Borrower, USI, the Lenders or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Areathe Agent. To Seller's knowledgeIn the case of an assignment covering all of the assigning Lender’s rights, no restorationbenefits and obligations under this Agreement, repaving, repair or other work is required such Lender shall cease to be made a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by Seller a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to any street, sidewalk or abutting or adjacent area a Purchaser pursuant to this Section 12.3.3, the requirement of any ordinancetransferor Lender, codethe Agent and the Borrower shall, permitif the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, easement or contract relating make appropriate arrangements so that, upon cancellation and surrender to the installation, construction or operation of any Borrower of the SystemNotes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will Each Purchaser shall not be prior entitled to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to receive any greater payment under Section 3.5 than the operation of the System. No Person, other than Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets transferor Lender would have been owned by Seller but located outside the State of Washington within the previous five (5) yearsreceived had such transfer not occurred.