Common use of Assets Clause in Contracts

Assets. (a) Each Seller Entity has good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Seller Malvern Financial Statements as being owned by such Seller Entity the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet duedue or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for real property Taxes not yet due and payablepayable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets and properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and use of such Assets reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Seller Malvern is the fee simple owner of all owned real property and the lessee or has a valid leasehold interest of all leasehold estates reflected in the most recent Seller Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerMalvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerXxxxxxx. The Seller Entities Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof. (b) Section 4.12(b4.13(b) of SellerMalvern’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Malvern Entity or otherwise occupied by a Seller Malvern Entity or used or held for use by any Seller Malvern Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b4.13(b) of SellerMalvern’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Malvern Entity other than such Seller Malvern Entity, and no Person other than a Seller Malvern Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Malvern Entity. Seller Malvern or a Seller Malvern Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Malvern Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Malvern or such Seller Malvern Subsidiary has good and marketable leasehold interests to all Real Property leased by themit. There is not under any such lease any material existing Default by any Seller Malvern Entity or, to SellerMalvern’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Malvern Financial Statements which are owned or leased by the Seller Malvern Entities, and in combination with the Real Property, the Intellectual Property of any Seller Malvern Entity, and contractual benefits and burdens of the Seller Malvern Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Malvern Entities to operate their consolidated businesses in the Ordinary Course and as the same is expected to be conducted on immediately prior to the Closing Date.

Assets. (a) Each Seller Southwest Entity has good and marketable title to those Assets reflected in the most recent Seller Southwest Financial Statements as being owned by such Seller Southwest Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Southwest is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Southwest Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerSouthwest, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerSouthwest. The Seller Entities Southwest and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the Southwest Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Southwest Entity or otherwise occupied by a Seller Southwest Entity or used or held for use by any Seller Southwest Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the Southwest Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Southwest Entity other than such Seller Southwest Entity, and no Person other than a Seller Southwest Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Southwest Entity. Seller Southwest or a Seller Southwest Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Southwest Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Southwest or such Seller Southwest Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Southwest Entity or, to SellerSouthwest’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Southwest Financial Statements which are owned or leased by the Seller Southwest Entities, and in combination with the Real Property, the Intellectual Property of any Seller Southwest Entity, and contractual benefits and burdens of the Seller Southwest Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Southwest Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Bryn Mawr Entity has good and marketable title to those Assets reflected in the most recent Seller Bryn Mawr Financial Statements as being owned by such Seller Bryn Mawr Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties, (d) Liens or similar security interests held by the Federal Home Loan Bank in the Ordinary Course, and (de) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Bryn Mawr is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Bryn Mawr Financial StatementsStatements (except real property sold or otherwise disposed of in the Ordinary Course since the date hereof and leases that have expired or been terminated in the Ordinary Course since the date hereof), free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default default thereunder by the lessee or, to the Knowledge of SellerBryn Mawr, the lessor. There are no pending or, to the Knowledge of SellerBryn Mawr, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerBryn Mawr. The Seller Bryn Mawr Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity has owns good and marketable valid title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial StatementsPurchased Assets, free and clear of all Liens and other restrictions of any nature whatsoeverwhatever nature, except for (i) Liens described on the attached Encumbrances Schedule, (ii) Liens for current property taxes not yet due and payable, and (iii) other imperfections of title, restrictions or encumbrances, if any, which imperfections, restrictions or encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the Purchased Assets to which they relate and do not affect the merchantability of the title to the Purchased Assets to which they relate (items (ii) and (iii) above are collectively referred to herein as the “Permitted Liens”). (b) Except as disclosed on the attached Assets Schedule and for assets that will be used by Seller to provide the services to Buyer set forth in the Transition Services Agreement (which assets are used by both Designs and Sellers’ other businesses), and is in possession the Purchased Assets include all of the properties purported to be owned assets, whether tangible or leased thereunderintangible, real or personal, that are necessary for the conduct of the Business as applicable, and each such lease is valid without Default thereunder currently conducted by the lessee orSeller and, to the Knowledge of Seller, the lessor. There are no pending or, as currently contemplated to be conducted by Seller. (c) To the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease the attached Capital Expenditures Schedule sets forth all properties as are necessary repairs, and reasonable estimates of the costs of such repairs, to their operations as now conducted and no Person has any option or right the Purchased Assets in order for the Purchased Assets to acquire or purchase any ownership interest be usable in the owned real property or any portion thereof. (b) Section 4.12(b) Ordinary Course of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paidBusiness. (d) The Assets reflected attached Capital Expenditures Schedule sets forth in reasonable detail (i) Seller’s capital expenditure budget (in both dollar amounts and classifications of expenditures) with respect to the most recent Seller Financial Statements which are owned or leased by Business for the Seller Entitiesfiscal years ending January 31, 2005 and 2006, and (ii) the actual capital expenditures made by Seller (in combination both dollar amounts and classifications of expenditures) during the fiscal year ending January 31, 2005 with respect to the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing DateBusiness.

Assets. (a) Each Exhibit K sets forth a description of each parcel of the Land. Seller Entity has good delivered to Buyer (i) complete and marketable title to those Assets reflected in correct copies of the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed deeds, acts of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of waysale, and other similar encumbrances that do instruments (as recorded) by which Seller acquired the Land and Right of Use Agreements, and (ii) complete and correct copies of all title insurance policies, opinions, abstracts, and surveys in Seller’s Possession with respect to the Land. Seller has not materially affect the use of the Assets subject thereto or affected thereby conveyed, leased or otherwise materially impair business operations and use of such Assets and granted to any Person (dincluding any Affiliate) such imperfections ownership or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire use or purchase any ownership interest in occupy the owned real property Land or any portion thereofother Assets. (b) Section 4.12(b) of Seller’s Disclosure Memorandum Exhibit G sets forth a complete and correct list of all street addresses the Right of Use Agreements. Seller has delivered to Buyer complete and fee owners correct copies of all real property ownedthe Right of Use Agreements. The Right of Use Agreements are valid and in full force and effect. No material default exists under any Right of Use Agreement, leased and to Seller’s Knowledge no events or licensed by conditions exist which, with or without notice or lapse of time or both, would constitute a material default under, or result in a termination of, any Seller Entity such Right of Use Agreement (except to the extent the grantor of the Right of Use Agreement has termination rights under applicable law or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, pursuant to the “Real Property”express terms thereof). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession No grantor of any portion Right of Use Agreement, nor Seller or any of its Affiliates, has canceled or terminated any of the Real Property owned Right of Use Agreements; neither Seller nor any of its Affiliates has threatened to cancel, terminate or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of modify any of the Real Property ownedRight of Use Agreements; and, leased to Seller’s Knowledge, no grantor of any Right of Use Agreement has threatened to cancel, terminate or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear modify such Right of all Liens, except Permitted LiensUse Agreement. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity disputes pending or, to Seller’s Knowledge, threatened under any other party theretoRight of Use Agreement. (c) Exhibit J lists all material Improvements, or any event which with notice or lapse and Schedule 7.8(c) lists all material items of time would constitute such a material Default Personal Property. The Improvements and all rent and other sums and charges due and payable under such lease the Personal Property (i) have been paidmaintained by Seller or its Affiliates consistent with the standards of a reasonably prudent owner and operator of the Liquids Transportation System and (ii) are in good condition and repair (reasonable wear and tear excepted). (d) The Assets reflected in Seller has given Buyer access to, or has made available to Buyer, correct and complete copies of all material Records. (e) None of the most recent Seller Financial Statements which are owned or leased by Liquids Transportation System encroaches on the Seller Entities, and in combination with the Real Property, the Intellectual Property property of any Person. Neither Seller Entitynor any of its Affiliates has granted any Lien over any of its right, title or interest in and contractual benefits to the Assets, other than Liens to be released at Closing pursuant to the Mortgage Releases. (f) Except as described in Section 9.8 and burdens of the Seller Entities, constitute, as of the Closing Dateset forth on Schedule 7.8(g), all of the AssetsLand, rights Right of Use Agreements, Improvements, and interests necessary Personal Property are devoted to enable the Seller Entities to operate consolidated businesses in exclusive use and operation of the Ordinary Course and as Liquids Transportation System. (g) Other than the same is expected to be conducted Assets located on the Closing DateLand, and except as set forth on Schedule 7.8(g), there are no material facilities, items of equipment, or other assets or improvements on or at the Land. (h) [RESERVED] (i) Except as set forth on Schedule 7.8(i), there are no unpaid debts that could give rise to valid mechanics’ or materialmen’s Liens on any of the Assets.

Assets. (a) Each Seller Beneficial Entity has good and marketable title to those Assets reflected in the most recent Seller Beneficial Financial Statements as being owned by such Seller Beneficial Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Beneficial is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Beneficial Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default default thereunder by the lessee or, to the Knowledge of SellerBeneficial, the lessor. There are no pending or, to the Knowledge of SellerBeneficial, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerBeneficial. The Seller Beneficial Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller First Texas Entity has good and marketable title to those Assets reflected in the most recent Seller First Texas Financial Statements as being owned by such Seller First Texas Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller First Texas is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller First Texas Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerFirst Texas, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerFirst Texas. The Seller Entities First Texas and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the First Texas Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller First Texas Entity or otherwise occupied by a Seller First Texas Entity or used or held for use by any Seller First Texas Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the First Texas Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller First Texas Entity other than such Seller First Texas Entity, and no Person other than a Seller First Texas Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller First Texas Entity. Seller First Texas or a Seller First Texas Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller First Texas Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller First Texas or such Seller First Texas Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller First Texas Entity or, to Seller’s First Texas’ Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller First Texas Financial Statements which are owned or leased by the Seller First Texas Entities, and in combination with the Real Property, the Intellectual Property of any Seller First Texas Entity, and contractual benefits and burdens of the Seller First Texas Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller First Texas Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity Subsidiary has good good, valid and marketable title to those to, or a valid leasehold interest in, all Assets respectively owned or leased by them, including, without limitation, all Assets reflected in the most recent Audited Balance Sheet and all Assets acquired by any Seller Financial Statements as being owned by such Seller Entity Subsidiary since the Audited Balance Sheet Date (except for non-material Assets reflected in the Audited Balance Sheet or acquired after the since such date thereof (except Assets which have been sold or otherwise disposed of since the date thereof in the Ordinary CourseCourse of Business), free and clear of all Liens other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. The Seller has good, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due valid and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use marketable title to all of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Additional Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates except for non-material Additional Assets reflected in the most recent Seller Financial StatementsAudited Balance Sheet or acquired since such date which have been sold or otherwise disposed of in the Ordinary Course of Business), free and clear of all Liens of any nature whatsoever, except for other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. All personal property of each Seller Subsidiary is in good operating condition and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used. Except as set forth in possession Section 3.09 of the properties purported to be owned or leased thereunderSeller Disclosure Letter, the Assets of the Seller Subsidiaries, taken as applicablea whole, and each such lease is valid without Default thereunder by the lessee or, Additional Assets constitute all of the Assets relating to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, in connection with the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any Business during the past twelve months or necessary for the conduct of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy Business. Except for any purpose any portion Assets disposed of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course of Business and the Additional Assets, the Assets of the Seller Subsidiaries constitute all the Assets necessary to conduct the Business on a stand-alone basis as presently conducted and as conducted during the same is expected past three years. (b) Immediately following the consummation of the transactions contemplated by this Agreement, each Seller Subsidiary will continue to be conducted on own, pursuant to good and marketable title, or lease, under valid and subsisting leases disclosed in Section 3.09 of the Closing DateSeller Disclosure Letter, subject to obtaining the consents to the leases set forth in Section 3.06 of the Seller Disclosure Letter, or otherwise retain its interest in, the Assets of such Seller Subsidiary without incurring any penalty or other adverse consequences, including, without limitation, any increase in any material respect in rentals, royalties or licenses or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement. Subject to obtaining the consents of the members of MacGregor Corporation to the transfer to the Buyer or the Buyer's designees of the membership interests held by Xxxxx Xxxxxxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxxxxx in XxxXxxxxx Corporation or the substitution of the Buyer's designees as members of MacGregor Corporation in lieu of such transfer, immediately following the consummation of the transactions contemplated by this Agreement, the Buyer will own, pursuant to good and marketable title, the Additional Assets without incurring any penalty or other adverse consequences, including, without limitation, any increase in any material respect in rentals, royalties or licenses or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement.

Assets. (a) Each Seller Entity has Longe and its Subsidiaries have defensible title to all of their Oil and Gas Properties. Subject to those Encumbrances set forth in the Longe Disclosure Letter, each Oil and Gas Property entitles Longe or its Subsidiaries, as the case may be, to receive not less than their undivided ownership interest set forth in all production saved and sold from or attributable to such Oil and Gas Property and the portion of the costs and expenses of operation and development of such Oil and Gas Property that is borne or to be borne by each of Longe or its Subsidiaries is not greater than its undivided ownership interest. The Leases and Concession Agreements comprising the Oil and Gas Properties are in full force and effect, and any proceeds from the sale of Longe’s and its Subsidiaries’ share of the production from its Oil and Gas Properties are currently being paid in full to Longe or its Subsidiaries by the purchasers thereof on a timely basis, and none of such proceeds are currently being held in suspense by such purchaser or any other party. (b) The Longe Disclosure Letter sets forth all of the material equipment and personal property (other than Oil and Gas Properties), including but not limited to all of the drilling rigs and tubulars, owned by Longe and its Subsidiaries (or which have been or may be purchased on or before the Closing Date by Longe or its Subsidiaries) (collectively the “Assets”), and the approximate date of acquisition (or current delivery status), purchase price (either as agreed or expected as of the date of this Agreement) and approximate location (or indication whether such item is in transit) of each such Asset. (c) Except as set forth in the Longe Disclosure Letter, Longe and its Subsidiaries have good and marketable title to those all of the Assets reflected (other than Assets which are designated “Pending”, which will only have that status when payment is completed) free of any Encumbrances or other adverse claims of any kind whatsoever created by, through or under Longe, Xxxxxxxxxx or any of their respective Subsidiaries, and all of the Assets (other than Assets which are designated “Pending” which will only have that status when payment is completed) are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for TransAtlantic to conduct the most recent Seller Financial Statements as being owned by such Seller Entity or acquired business of Longe and its Subsidiaries after the date thereof (except Assets sold or otherwise disposed of since the date thereof Closing without interruption, in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair manner in which such business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofcurrently being conducted. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Subject to the receipt of any Third Person Consent or Authorization for the transfer and assignment from Seller Entity to the Company, the Company owns, leases or has the legal right to use its material Assets (or in the case of the Company’s contract rights, receive the benefits of its Assets) free and clear of all Liens except Permitted Liens. (b) The Company has good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity to, or acquired after the date thereof (except Assets sold valid leasehold interests in, or otherwise disposed license to, all of since the date thereof in the Ordinary Course)its material tangible personal property, free and clear of all Liens, other than Permitted Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, such nonmaterial properties as are no longer used or useful in the conduct of the Business. (c) easements, rights of way, and other similar encumbrances that do not materially affect the use Section 4.5(c) of the Assets subject thereto or affected thereby or otherwise materially impair business operations Seller Disclosure Schedule sets forth a complete and use correct list of such Assets and all material Real Property Interests owned in fee simple by the Company (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted LiensOwned Real Property”). Seller is There are no outstanding options or rights of first refusal to purchase or lease the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of Owned Real Property or any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned portion thereof or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessorinterest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings (for which Seller or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person the Company has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) received service of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity process or otherwise occupied by a Seller Entity or used or held for use by written notice) before any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights Governmental Authority with respect to any such owned Owned Real Property. (cd) All leases Section 4.5(d) of the Seller Disclosure Schedule sets forth a list of all material Real Property under which any Seller Entity, as lessee, leases Interests leased to the Company (the “Leased Real Property”), including the name and address of each landlord for each such lease. Seller has delivered to Buyer complete and correct copies of each such lease. The Company is not a sublessor or grantor under any sublease or other instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Property except as set forth in Section 4.5(d) of the Seller Disclosure Schedule. (e) To the Knowledge of Seller, there are valid, binding and enforceable in accordance with their respective terms and no pending special assessments or reassessments (for which Seller or such Seller Subsidiary the Company has good and marketable leasehold interests to all received service of process or otherwise written notice) of any parcel included in the Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, Interests that would reasonably be expected to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such result in a material Default and all increase in the real property taxes or other similar charges payable by the Company with respect to any parcel of Owned Real Property or a material increase in the rent, additional rent and or other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with Company under the leases for the Leased Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Reliance Entity has good and marketable title to those Assets reflected in the most recent Seller Reliance Financial Statements as being owned by such Seller Reliance Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Reliance is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Reliance Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerReliance, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerReliance. The Seller Entities Reliance and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the Reliance Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Reliance Entity or otherwise occupied by a Seller Reliance Entity or used or held for use by any Seller Reliance Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the Reliance Disclosure Memorandum, and subject to Permitted Liens, (i) there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Reliance Entity other than such Seller Reliance Entity, and (ii) no Person other than a Seller Reliance Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Reliance Entity. Seller Reliance or a Seller Reliance Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Reliance Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has the Reliance Entities have good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Reliance Entity or, to SellerReliance’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Reliance Financial Statements which are owned or leased by the Seller Reliance Entities, and in combination with the Real Property, the Intellectual Property of any Seller Reliance Entity, and contractual benefits and burdens of the Seller Reliance Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Reliance Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each The Transferred Subsidiaries, Seller Entity has good and marketable title the Retained Dublin Subsidiaries (with respect to those Assets reflected the Business), in the most recent Seller Financial Statements as being owned by such Seller Entity aggregate, own, lease, license or acquired after have the date thereof (except Assets sold legal right to use, and the Transferred Subsidiaries will, at or otherwise disposed of since immediately prior to the date thereof in Closing, own, lease, license or have the Ordinary Course)legal right to use, all tangible Acquired Assets, free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of wayother than Permitted Liens, and other similar encumbrances that do any tangible Acquired Assets have been maintained in all material respects in good operating condition and repair, reasonable wear and tear excepted, except as would not materially affect reasonably be expected, individually or in the use aggregate, to be material to the Business taken as a whole. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Business taken as a whole, Seller or one of its Subsidiaries is, and immediately following the Assets subject thereto or affected thereby or otherwise materially impair business operations Closing, the Transferred Subsidiaries and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of Transferred Joint Ventures will be, the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property material Business Intellectual Property, and Seller and its Affiliates have, and, subject to Section 5.8 and 5.9 and the lessee terms and conditions of any Acquisition Documents, immediately following the Closing the Transferred Subsidiaries and the Transferred Joint Ventures will have, a valid and enforceable right to use all leasehold estates reflected other material Intellectual Property and IT Assets used in or necessary for the most recent Seller Financial Statementsoperation of the Business as currently conducted, in each case, free and clear of all any Liens of any nature whatsoever, except for other than Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property ownedThe Acquired Assets that will be held, leased or licensed by any Seller Entity the Transferred Subsidiaries as of the Closing, together with all assets, rights and services, the benefit of which will be provided to Buyer or otherwise occupied by a Seller Entity one of its Subsidiaries (including the Transferred Subsidiaries) pursuant to this Agreement or the Acquisition Documents will constitute, as of the Closing, all properties, assets and legal interests and rights which are (x) owned, leased, licensed, used or held for use by any Seller Entity and its Affiliates in connection with the operation of the Business as conducted on the date hereof or (collectivelyy) required for Buyer and its Subsidiaries (including the Transferred Subsidiaries) to operate the Business substantially in the same manner as it is conducted on the date hereof and as of the Closing Date (other than (i) Non-Transferable Permits, (ii) the “Real Property”). Other than as Intentionally Omitted Services” under the Dublin-Milan Transition Services Agreement, which are set forth on Section 4.12(b3.9(b)(ii) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller EntitiesDisclosure Schedule, constitute, as (iii) the services of Governmental Entities or third party utility providers (and assets of Governmental Entities or third party utility providers related to the Closing Date, all provision of such services) provided to the Assets, rights Business of a type generally provided by Governmental Entities or third party utility providers to Persons similarly situated to Seller and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course its Subsidiaries and as the same is expected to be conducted on the Closing Date(iv) Excluded Shared Contracts).

Assets. (a) Each Seller Entity has good A true, complete, and correct list of all real property, owned or leased by Murdxxx, xxcluding without limitation real property acquired in foreclosure of mortgages in the ordinary course of business, is set forth in Section 5.9 of the Murdxxx Xxxclosure Memorandum. Except as set forth in Section 5.9 of the Murdxxx Xxxclosure Memorandum, Murdxxx xxx good, valid and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity all of its assets and properties, whether tangible or acquired after the date thereof (except Assets sold intangible, real, personal, or otherwise disposed of since the date thereof in the Ordinary Course)mixed, free and clear of all Liens, mortgages, conditional and installment sale agreements, and secondary interests, of any kind whatsoever, except for (ai) statutory Liens securing payments not yet for current taxes and assessments not-yet-past due, (bii) inchoate mechanic and materialmen Liens for construction in progress, (iii) workmen's, repairmen's, warehouse men's, and carriers' Liens arising in the ordinary course of business, (iv) Liens for real property Taxes not yet due and payable, (c) easements, rights incurred in the ordinary course of wayits banking business, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (dv) such imperfections or irregularities of title title, or Liens as do not materially affect the use of the Assets such asset or property which are subject thereto or affected thereby or otherwise materially impair or affect the business operations and operation of Murdxxx. Xxl real property which is identified as owned in Section 5.9 of the Murdxxx Xxxclosure Memorandum is held in fee simple by Murdxxx xxx none of the Liens thereon which are disclosed in Section 5.9 of the Murdxxx Xxxclosure Memorandum interfere with the enjoyment or use of such Assets (collectively, “Permitted Liens”)real property. Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted LiensAll buildings, and is in possession of the properties purported to be owned or leased thereunderall fixtures, as applicableequipment, and each such lease is valid without Default thereunder by the lessee or, other assets and properties which are material or necessary to the Knowledge business of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation Murdxxx xxxd under leases or eminent domain proceedings against any real property that is owned or leased subleases by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or Murdxxx xxx held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and valid instruments enforceable in accordance with their respective terms and Seller or (except in all cases to the extent as such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased enforcement may be limited by them. There is not under any such lease any material existing Default by any Seller Entity orapplicable bankruptcy, to Seller’s Knowledgeinsolvency, any other party theretoreorganization, moratorium, or other Laws, laws affecting creditors' rights and remedies generally and except that the availability of equitable remedy of the specific performance or injunctive relief is subject to the discretion of the court before which any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entitiesproceedings may be brought), and each such instrument is in combination with the Real Property, the Intellectual Property of any Seller Entity, full force and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, effect. Substantially all of the Assets, rights equipment and interests necessary to enable the Seller Entities to operate consolidated businesses other assets regularly used in the Ordinary Course business of Murdxxx xx in good and as the same is expected to be conducted on the Closing Dateserviceable condition, reasonable wear and tear excepted.

Assets. (a) Each Seller Entity has good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after Assets, and upon consummation of the date thereof (except Assets sold or otherwise disposed of since transactions contemplated herein, Purchaser will have good and marketable title to the date thereof in the Ordinary Course)Assets, free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) Each Loan is a valid loan enforceable against obligor in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights and to general principles of equity; the Seller is the sole owner of each Loan, no participation therein having been sold; no Loan is pledged or encumbered; the principal balance of each Loan as shown on the Seller’s Disclosure Memorandum sets forth a complete books and records is true and correct list as of the last date shown thereon; all street addresses Loans (and fee owners any notes, other evidences of all real property owned, leased indebtedness or licensed by security agreements associated therewith) will be transferred to the Purchaser without recourse and without any Seller Entity warranties or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectivelyrepresentations as to the collectability of the Loans, the “Real Property”). Other than as set forth on Section 4.12(b) value of Seller’s Disclosure Memorandum, there are no Persons in possession the collateral securing the Loans or the creditworthiness of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entitymaker, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal guarantors or other pre-emptive rights or purchase rights with respect to any such owned Real Propertyobligors thereof. (c) All leases The Seller has delivered to the Purchaser complete and correct copies of all of the Personal Property Leases and Real Property under which any Seller Entity, as lessee, leases Real Property, Lease. All such Leases are valid, binding valid and enforceable in accordance subsisting and there does not exist with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests respect to all Real Property leased by them. There is not under any such lease the Seller’s obligations thereunder any material existing Default by any Seller Entity ordefault or event or condition which, to Seller’s Knowledge, any other party thereto, or any event which with after notice or lapse of time or both, would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paiddefault thereunder. To the knowledge of the Seller, there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branch as presently being used in the conduct of business of the Seller. (d) The Fixed Assets reflected in are all of the most recent Seller Financial Statements which are material tangible assets owned or leased by the Seller Entities, and in combination with used by it to conduct the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens business of the Seller Entities, constitute, Branch as of the Closing Date, all date hereof. The banking equipment which constitutes a part of the Fixed Assets, rights taken as a whole, is in good operating condition and interests necessary repair, giving consideration to enable its age and use and subject to ordinary wear and tear, and will be received in “AS IS” condition, with no other warranties by the Seller Entities as to operate consolidated businesses its condition or future performance, except those warranties related to title. The Seller has good and marketable title to said Fixed Assets. (e) No notice of any violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the operation of the Branch has been received by the Seller. To Seller’s knowledge, there are no zoning ordinances, material building codes, use or occupancy restrictions pending or, to Seller’s knowledge, threatened with respect to the Branch and to Seller’s knowledge, the Branch has been operated in all material respects in accordance with applicable laws, rules, and regulations. (f) The Seller makes no covenant, representation or warranty as to the Ordinary Course suitability of the Fixed Assets or as to the physical condition thereof for any purpose whatsoever. The Purchaser acknowledges that it has inspected the Fixed Assets, observed their physical characteristics and existing conditions, and has been afforded the opportunity to conduct such investigation of the Fixed Assets as it deems necessary for the same is expected purpose of acquiring the Fixed Assets, for the Purchaser’s intended use, and the Purchaser hereby waives any and all objections to or claims with respect to any and all physical characteristics and existing conditions of the Fixed Assets. The Purchaser further acknowledges and agrees that the Fixed Assets and the Real Property Lease are to be conducted assigned or sold and conveyed to, and purchased and accepted by, the Purchaser in their present condition, “AS IS” and with all faults, and the Purchaser hereby assumes the risk that adverse past, present or future physical characteristics and conditions may not have been revealed by its inspection or investigation. Seller makes no representations or warranties as to the real estate or building where the Branch is located. Purchaser intends to acquire the building and real estate in a separate transaction and will rely solely on such documents and to such parties to the Closing Dateagreement for any representations or warranties relating thereto.

Assets. (a) Each Seller Entity has Except as set forth on the "Assets Schedule" attached hereto, the Company owns good and marketable title to, or a valid leasehold interest in, or license of, or right to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens other than Permitted Liens, all of any nature whatsoeverthe properties and assets (whether real, personal, or mixed and whether tangible or intangible) which are shown on the Latest Balance Sheet, or which have been acquired thereafter, or which are listed on the Real Property Schedule, and which are used by the Company in the current conduct of its business, except for Permitted Liens, personal property and is in possession assets sold since the date of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest Latest Balance Sheet in the owned real property Ordinary Course of Business. Except as set forth on the Assets Schedule, none of the Stockholders, any Subsidiary of any Stockholder or any portion thereofInsiders (other than the Company) own any properties or assets (whether real, personal, or mixed and whether tangible or intangible) which are used in the business of the Company as currently conducted. (b) Section 4.12(b) The buildings, improvements, fixtures, machinery, equipment, personal properties, vehicles, and other tangible assets of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity the Company located upon or used in connection with the Leased Real Property are operated in conformity in all material respects with all Applicable Laws, are in good condition and repair, reasonable wear and tear excepted, and are usable in the Ordinary Course of Business. The Company owns or held leases under valid leases all buildings, machinery, equipment, and other tangible assets necessary for use by any Seller Entity (collectively, the “Real Property”)conduct of its business as currently conducted. Other than as set forth on Section 4.12(b) To the knowledge of Seller’s Disclosure Memorandumthe Company and the Stockholders, there are no Persons in possession of any portion of structural deficiencies or latent defects affecting any of the improvements and fixtures located on the Leased Real Property, and there are no facts or conditions affecting any of such improvements or fixtures which would, individually or in the aggregate, interfere in any material respect with their use or any portion thereof in the operation of the Company's business as currently operated. To the knowledge of the Company and the Stockholders, the Leased Real Property owned or leased by any Seller Entity other than such Seller Entityhas direct access to a public street adjoining the Leased Real Property, and no Person other than a Seller Entity has the right to use or occupy for such access is not dependent on any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal land or other pre-emptive rights or purchase rights with respect to any such owned real property interest which is not included in the Leased Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity NIC or a NIC Subsidiary owns, and has good and marketable title to those Assets reflected to, or in the most recent Seller Financial Statements case of assets purported to be leased by NIC or a NIC Subsidiary, leases and has valid leasehold interest in, each of the tangible assets owned or leased by NIC or a NIC Subsidiary, free and clear of all Liens (other than Permitted Liens), except as being would not, individually or in the aggregate, reasonably be expected to constitute or result in a NIC Material Adverse Effect. NIC or a NIC Subsidiary has good and marketable fee simple title (or the equivalent in any applicable foreign jurisdiction) to each real property owned by such Seller Entity NIC or acquired after a NIC Subsidiary (collectively, the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course“NIC Owned Real Property”), free and clear of all Liens (other than Permitted Liens), except (a) statutory Liens securing payments not yet dueas would not, (b) Liens for real property Taxes not yet due and payableindividually or in the aggregate, (c) easements, rights reasonably be expected to constitute or result in a NIC Material Adverse Effect. Neither NIC nor any NIC Subsidiary has received written notice of wayany pending condemnation Proceeding with respect to any NIC Owned Real Property, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of SellerNIC no such Proceeding is threatened in writing. Except as would not, individually or in the lessor. There are no pending oraggregate, reasonably be expected to the Knowledge of Sellerconstitute or result in a NIC Material Adverse Effect, threatened condemnation (i) either NIC or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted a NIC Subsidiary has a good, valid and no Person has any option or right to acquire or purchase any ownership binding leasehold interest in the owned real property each material lease, sublease, license, or any portion thereof. other material use or occupancy agreement (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property ownedsuch material leases, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the NIC Real Property owned Leases”) under which NIC or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity NIC Subsidiary uses or occupies or has the right to use or occupy for any purpose any portion of any of real property (other than shared office space, co-working office space, virtual office space and similar arrangements) (such real property, collectively, the “NIC Leased Real Property”), (ii) all NIC Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good Leases are in full force and marketable fee title to all Real Property owned by it free effect and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding valid and enforceable in accordance with their respective terms and Seller terms, against NIC or such Seller a NIC Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity orand, to SellerNIC’s Knowledge, any each other party thereto, (iii) none of NIC or any event which with notice or lapse NIC Subsidiary is in existing default of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entitiesany provision of any NIC Real Property Lease, and in combination with the (iv) NIC has made available to Tyler a true and correct copy of each such NIC Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.Lease,

Assets. (a) Each The Asset Seller Entity owns and has good and marketable title to those Assets reflected in to, or has a valid leasehold interest in, all of the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after tangible assets included within the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)Transferred Assets, free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) The Assigned Leased Real Property constitutes all of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all the material real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property interests owned or leased by any the Asset Seller Entity or the Company and used to conduct the Business (other than such Seller Entity(y) real property on which corporate-wide activities of the Company and its Affiliates are conducted and (z) real property that constitutes Excluded Assets), and there are no Person other than a leases, licenses or other agreements, written or oral, of the Asset Seller Entity has affecting the right to use or occupy for any purpose any portion of any occupancy of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liensreal property listed on such Schedules, except Permitted Liens. There are no outstanding options, rights Neither the Asset Seller nor the Company has received any written notice of first offer or refusal any material (1) violations of building codes and/or zoning ordinances or other pre-emptive rights governmental or purchase regulatory Laws affecting the Assigned Leased Real Property which remain outstanding or unresolved, (2) existing, pending or threatened condemnation proceedings affecting the Assigned Leased Real Property, or (3) existing, pending or threatened zoning, building code or other moratorium proceedings, which could reasonably be expected to materially and adversely affect the ability to operate the Assigned Leased Real Property as currently operated. Neither the whole nor any material portion of any Assigned Leased Real Property has been damaged or destroyed by fire or other casualty during the term of such lease, which damage or destruction has not been repaired or restored. With respect to the Assigned Lease: (i) The Asset Seller has possession and quiet enjoyment of the Assigned Leased Real Property; (ii) To the Knowledge of the Company, the Asset Seller is not in material breach or default under the Assigned Lease beyond any applicable notice and cure period, and the Asset Seller has paid all rent due and payable under the Assigned Lease (subject to any Tax, insurance, or operating expense reconciliations provided in the Assigned Lease); (iii) The Asset Seller has not received or given any written notice of any default under the Assigned Lease and, to the Company’s Knowledge, no other party is in default thereof beyond any applicable notice and cure period, and no party to the Assigned Lease has exercised any termination rights with respect to thereto; (iv) The Asset Seller has not subleased the Assigned Leased Real Property or any such owned portion thereof or assigned the Assigned Lease; and (v) Neither the Asset Seller nor the Company has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in the Assigned Leased Real Property. (c) All leases Assuming all required Consents of Real Property third parties as contemplated by Section 3.5 have been obtained and alternate arrangements contemplated by Section 3.5(b) are performed and except for (i) the Excluded Assets, (ii) assets used in connection with providing services under which any Seller Entitythe Transition Services Agreement, as lessee(iii) Carve-Out Accounts cancelled, leases Real Property, are valid, binding and enforceable repaid or otherwise eliminated in accordance with their respective terms Section 7.5, and Seller or such Seller Subsidiary has good (iv) Group Policies, the Transferred Assets constitute all of the material assets, rights, and marketable leasehold interests properties necessary for the conduct of the Business immediately following the Closing in substantially the same manner as the Business was conducted immediately prior to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paidthe Closing. (d) The Assets reflected To the Company’s Knowledge, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the most recent Seller Financial Statements which Transferred Assets are owned or leased by the Seller Entitiesstructurally sound, are in good operating condition and repair, and are adequate, in combination all material respects, for the uses to which they are being put and, to the Company’s Knowledge, none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) Section 4.5(e) of the Company Disclosure Letter sets forth a list of all Company Products. (f) Section 4.5(f) of the Company Disclosure Letter sets forth a list of all Developing Products. (g) Section 4.5(g) of the Company Disclosure Letter identifies, for each Company Product, whether the Company or any of its Subsidiaries provides support or maintenance for the Company Product and, for each Developing Product, whether the Company or any of its Subsidiaries intends to provide support or maintenance for the Developing Product. (h) To the knowledge of the Company, there are no material defects in any Company Product and there are no material errors in any published technical documentation, specifications, manuals, user guides, promotional material, benchmark test results and other written materials related to, associated with or used or produced in the Real Propertydevelopment of any Company Product. There are no, and have not been any, performance or functionality problems or issues with respect to any Company Product that adversely affects, or may reasonably be expected to adversely affect, the Intellectual Property value, functionality or fitness for the intended purposes of the Company Product, including that may result in the breach of any Seller Entity, and warranties or other contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Datecommitments relating thereto.

Assets. (a) Each Seller Entity has The assets and properties of Parent and its Subsidiaries, considered as a whole, constitute all of the material assets and properties which are reasonably required for the operation of the Parent Business as presently conducted and as conducted by Parent's predecessors, including, at the Effective Time, the business formerly conducted by Amortibanc Management, L.C. of providing management services with respect to the Parent Real Property. Parent and its Subsidiaries have good and marketable title to those Assets or a valid leasehold estate in (i) all personal properties and assets reflected on the date of the Parent Most Recent Balance Sheet (except for properties or assets subsequently sold in the most recent Seller Financial Statements ordinary course of business consistent with past practice), except as being owned by such Seller Entity could not, individually or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)aggregate, free and clear of all Liens, except (a) statutory Liens securing payments not yet due, reasonably to be expected to have a Parent Material Adverse Effect. (b) Liens SCHEDULE 5.23 sets forth (i) a complete and accurate list of each improved and unimproved real property owned or leased by any of Parent or its Subsidiaries, and the current use of such Parent Real Property and indicating whether the Parent Real Property is owned or leased; (ii) a complete and accurate list of all leases pursuant to which any of Parent and its Subsidiaries leases personal property and which require an annual expenditure by any of Parent and its Subsidiaries individually in excess of $50,000 or which are not cancelable (without material penalty, cost or other liability) within 90 days; and (iii) with respect to each lease for real property Taxes not yet due property, the term (including renewal options) and payable, current fixed rent. (c) easementsExcept as set forth in SCHEDULE 5.23, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There there are no pending or, to the Knowledge knowledge of SellerParent, threatened condemnation or eminent domain similar proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary relating to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all LiensParent Properties, except Permitted Liens. There are no outstanding optionsfor such proceedings which could not, rights of first offer individually or refusal or other pre-emptive rights or purchase rights with respect in the aggregate, reasonably be expected to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such have a material Default and all rent and other sums and charges due and payable under such lease have been paidParent Material Adverse Effect. (d) The Assets reflected Parent Real Property constitutes all the real properties occupied by any of Parent and its Subsidiaries. Complete and correct copies of all leases concerning Parent Real Property have been made available to quepasa. (e) Parent has previously delivered to quepasa lists of the most recently issued real and personal (including vehicles) property tax assessments and tax bills, if any, for the 2000, 1999 and 1998 tax years. (f) To the knowledge of Parent, the Parent Real Property is currently zoned in the most recent Seller Financial Statements zoning category which are permits operation of said properties as now used, operated and maintained for the operation of Parent. The consummation of the transactions contemplated herein will not result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing. (g) Each of Parent and its Subsidiaries holds good, valid and marketable fee simple title to its owned or property. (h) Each of Parent and its Subsidiaries holds a valid leasehold estate for each leased by the Seller Entitiesproperty, and in combination with enjoys peaceful and undisturbed possession thereunder. (i) With respect to the Parent Real Property, the Intellectual Property each of any Seller EntityParent and its Subsidiaries holds good, valid and marketable fee simple title to all adjudicated and unadjudicated water and water rights, whether absolute or conditional, and all underground water and water rights, and the priorities therefore, whether or not appurtenant to or underlying the parent Real Property, and whether tributary, nontributary, or not nontributary, including, without limitation, the right title and interest in and to all ditches and ditch rights, reservoirs and reservoir rights, xxxxx, well rights and drill holes, whether or not permitted or completed, well permits and applications, exchanges and exchange rights, contractual benefits or otherwise, plans for augmentation, and burdens the right to use all water attributable thereto, including the right to use, reuse, and discharge of the Seller Entitieseffluent and return flows from all such waters and water rights, constitutetogether with all personalty and fixtures associated therewith, as of the Closing Dateincluding without limitation, all improvements, pumps and equipment, meters, pipelines, conduits, collection or storage ponds, tanks or other facilities, and together with all xxxxx sites and related easements and rights of way, and the Assets, rights and interests necessary right to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected consent or withhold consent to be conducted on served with water from underground sources underlying the Closing DateParent Real Property.

Assets. The Acquired Companies have good title to, or, in the case of property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to use, all of the material properties, rights and assets (awhether real or personal, tangible or intangible) Each Seller Entity has good and marketable title to those used or held in connection with the conduct of the businesses of the Acquired Companies (collectively, the “Assets”), including all Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity Most Recent Balance Sheet or acquired after the date thereof Most Recent Balance Sheet Date, except: (except a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Enforceability Exceptions; and (b) for Assets that have been sold or otherwise disposed of since the date thereof Most Recent Balance Sheet Date. None of the Acquired Companies’ interest in such Assets is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good operational condition and repair, normal wear and tear excepted, have been regularly and 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 the purposes for which they are currently used in the Ordinary Course)manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of wayany material structural or engineering defects, and other similar encumbrances that do there has not materially affect been any material interruption of the use businesses of the Acquired Companies due to inadequate maintenance or obsolescence of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use which are tangible properties. None of the material Assets subject thereto which are personal or affected thereby or otherwise materially impair business operations movable properties are located other than at the Real Property. The Assets constitute all of the material properties and use assets required to enable the businesses of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and Acquired Companies to be conducted immediately after the lessee of all leasehold estates reflected Closing in the most recent Seller Financial Statements, free and clear same manner as the businesses of all Liens of any nature whatsoever, except for Permitted Liensthe Acquired Companies have been currently conducted, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There there are no pending or, to the Knowledge of Seller, threatened condemnation properties or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or assets used or held for use by any Seller Entity (collectively, in the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any operation of the Real Property Business that are owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real PropertyAcquired Companies. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Except as set forth on the attached EXCLUDED ASSETS SCHEDULE, Seller Entity has good and marketable title to those Assets reflected in to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the most recent Seller Financial Statements as being owned by such Seller Entity Latest Balance Sheet or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)thereof, free and clear of all Liens, except for Liens disclosed on the Latest Balance Sheet (aincluding any notes thereto) statutory Liens securing payments not yet due, (b) and Liens for real current property Taxes taxes not yet due and payablepayable and Permitted Liens. Except for the Nuline Equipment (as defined in Section 8.13 below), (c) easementsimmediately after the Closing, rights of wayBuyer or its Affiliates will own, have a valid leasehold interest in or have a valid and other similar encumbrances that do not materially affect enforceable right to use all assets, tangible or intangible, necessary for the use conduct of the Assets subject thereto or affected thereby or otherwise materially impair business operations Business as presently conducted and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect necessary to maintain the use current run rate of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, Business free and clear of all Liens Liens. Except as set forth on the attached ASSETS SCHEDULE, all of any nature whatsoeverSeller's buildings (including all components of such buildings, except for Permitted Liensstructures and other improvements), equipment, machinery, fixtures, improvements and is in possession of the properties purported to be other tangible assets (whether owned or leased thereunder, as applicable, leased) are in good condition and each such lease is valid without Default thereunder by repair (ordinary wear and tear excepted) and are fit for use in the lessee or, to the Knowledge ordinary course of Seller's business as presently conducted. All such assets have been installed and maintained in all material respects in accordance with all applicable laws, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Sellerregulations and ordinances. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures made by Seller Entities own or lease all properties as are necessary to their operations as now conducted during the twelve-months ended April 30, 1999 and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofnine months ended January 31, 2000. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth Seller does not own any real property or possess any right to acquire any real property. The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed subleased by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (individually "LEASED REAL PROPERTY" and collectively, the “"LEASED REALTY"). Seller has a valid leasehold interest in each Leased Real Property”, subject only to Permitted Liens. Seller has previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "REALTY LEASES"). Other than as set forth on Section 4.12(bWith respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect; (ii) neither Seller nor, to Seller's knowledge, any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) neither Seller’s Disclosure Memorandum, nor to the Seller's knowledge, any other party to the Realty Lease has repudiated any provision thereof; (iv) there are no Persons disputes, oral agreements or forbearance programs in possession of effect as to the Realty Lease; (v) the Realty Lease has not been modified in any portion of respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of interest in the Realty Lease. (c) AsTraKel has fee simple title to the real property leased to Buyer pursuant to the Real Property owned or leased by any Seller Entity other than such Seller EntityEstate Lease, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer Liens and does not lease or refusal or other pre-emptive rights or purchase rights with respect sublease the property to any Person other than Buyer and does not allow any Person other than Buyer to use such owned Real Propertyproperty. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity The Accuride Assets constitute all assets used or held for use in connection with the sale of the Joint Venture Products (except for (w) the Accuride Excluded Contracts, (x) the Accuride Retained Inventory, (y) accounts receivable, inventory sold or consumed, cash disposed of, prepaid expenses realized, contracts fully performed, and assets replaced by equivalent or superior assets, in each case in the ordinary course of business, and (z) other non-material assets sold or disposed of in the ordinary course of business), and together with the benefits provided by the Ancillary Agreements, are sufficient to enable the Joint Venture to conduct the Business as presently conducted by Accuride. Accuride has the complete and unrestricted power to transfer, sell and deliver the Accuride Assets to the Company. Except as set forth on Schedule 4.4, Accuride is the owner of and has good and marketable title to those Assets reflected in all of the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)Accuride Assets, free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “than Permitted Liens”). Seller is Following the fee simple owner of all owned real property Closing, the Company will have good and marketable title to the lessee of all leasehold estates reflected in the most recent Seller Financial Statementssame, free and clear of all Liens of any nature whatsoeverLiens, except for other than Permitted Liens. (b) Except as set forth on Schedule 4.4, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There there are no pending or, to the Knowledge best knowledge of SellerAccuride, threatened condemnation events, conditions or eminent domain proceedings against any real property that is owned developments affecting the Accuride Assets which would (i) materially detract from their value or leased by Seller(ii) materially interfere with their present use. The Seller Entities own or lease all properties as tangible Accuride Assets are necessary to their operations as now conducted in good operating condition and no Person has any option or right to acquire or purchase any ownership interest repair, have been reasonably maintained consistent with standards generally followed in the owned real property industry and are suitable for their present uses and necessary or any portion thereof. (b) Section 4.12(b) desirable for the conduct of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property ownedthe Business, leased or licensed by any Seller Entity or otherwise occupied except as would be reasonably discovered by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”)visual inspection thereof. Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any All of the Real Property owned or leased by any Seller Entity other than such Seller Entityinventory included in the Accuride Assets is of good, useable and no Person other than a Seller Entity has merchantable quality, not obsolete and, in the right to use or occupy for any purpose any portion case of any finished goods, is saleable in the ordinary course of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real PropertyBusiness. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity owns or has the legal right to use all of the Purchased Assets. Each Seller has good and marketable title to those all its Purchased Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet duefor Permitted Encumbrances. The Purchased Assets collectively generated 90% of all of the revenue recorded in Seller Parent’s consolidated financial statements for the fiscal year ended December 31, (b) Liens 2014, excluding any revenue generated by Excluded Assets and regular turnover of Inventory. No Affiliate of Seller has any rights, licenses, assets or Government Authorizations that have been used or were necessary to generate any of the revenues contained in Seller Parent’s consolidated financial statements for real property Taxes not yet due and payablethe fiscal year ended December 31, (c) easements2014, other than the rights of way, and other similar encumbrances that do not materially affect CPI under the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofCPI Distribution Contracts. (b) Section 4.12(bThe Purchased Assets (including the Inventory) and Purchaser’s rights under this Agreement will constitute all of Seller’s Disclosure Memorandum sets forth the rights, assets and licenses that are and have been used by Sellers in conducting the Business over the twelve (12) month period ended on the date hereof and will permit Purchaser, immediately following the Closing, to conduct the Business in a complete substantially similar manner as the Business was operated by Sellers and correct list their Affiliates as of all street addresses and fee owners of all real property ownedthe date hereof, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity except in each case, (collectively, the “Real Property”). Other than i) as set forth on Section 4.12(bSchedule 4.10(b) of Seller’s the Disclosure MemorandumSchedules, there are no Persons in possession of any portion of any (ii) for the exclusion of the Real Property owned or leased Excluded Assets described in Section 2.3, (iii) for services contemplated to be provided by the Transition Services Agreement, (iv) for the Shared Contracts to the extent not Related to the Business and (v) impediments arising out of circumstances affecting Purchaser as compared to any other Person acquiring the Business. In the event this representation and warranty is breached because any Seller Entity other than has in good faith failed to identify any assets used in the Business, such breach shall be deemed cured if such Seller Entity, and no Person other than a Seller Entity has promptly transfers such assets to Purchaser (or otherwise transfers the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entitiessuch assets) at no additional cost or expense to Purchaser. The Sellers, constitutetogether, as are in possession of the Closing Date, all of the Assets, rights Books and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing DateRecords.

Assets. (ai) Each Seller Entity USW Party has good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (aA) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real its Owned Property owned by it and (B) good and valid title to the leasehold estates in all its Leased Property, in each case free and clear of all Liens, except Liens other than Permitted Liens. The Owned Property and the Leased Property of the USW Parties include all rights and properties necessary to the conduct of such parties' Domestic Cellular Businesses in the manner in which they are presently conducted. (ii) There are exists no outstanding optionsdefault, rights or event which with the passage of first offer time or refusal notice or other pre-emptive rights or purchase rights both would constitute a default, by any USW Party with respect to any such owned Real Propertyindebtedness, mortgage, pledge or other hypothecation, the payment of which is secured by a security interest in all or part of any USW Party's Domestic Cellular Assets which could reasonably be expected to result in a Material Adverse Effect on NewVector and the Subsidiaries of NewVector, taken as a whole, or to affect adversely the ability of USW to consummate the Transactions and perform its obligations contemplated by this Organization Agreement and the Related Agreements. None of the USW Parties' Domestic Cellular Assets is subject to any Lien that would impair or prevent the continued conduct of USW's Domestic Cellular Business as it has been conducted. (ciii) All leases of Real Property under the buildings, structures, appurtenances, and equipment used in USW's Domestic Cellular Business are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and adequate and suitable for the purposes for which any Seller Entitythey are presently being used, except for conditions which would not, singly or in the aggregate, have a Material Adverse Effect on NewVector and its Subsidiaries, taken as lesseea whole. None of such buildings, leases Real Propertystructures, are validappurtenances or equipment, binding and enforceable nor the operation or maintenance thereof, violates in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default respect any restrictive covenant or any provision of any federal, state or local law, ordinance, rule or regulation or encroaches on any property owned by any Seller Entity others. No condemnation proceeding is pending or, to Seller’s Knowledgethe knowledge of USW, any other party thereto, threatened which would preclude or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in impair the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property use of any Seller Entity, and contractual benefits and burdens of such property for the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same purposes for which it is expected to be conducted on the Closing Datecurrently used.

Assets. (a) Each Seller Entity Except as set forth on the attached Assets Schedule, the Company or one of the Retained Subsidiaries has good and marketable title to those Assets reflected in to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the most recent Seller Financial Statements as being owned by such Seller Entity Latest Balance Sheet or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial StatementsLatest Balance Sheet, free and clear of all Liens (other than properties and assets disposed of any nature whatsoever, for fair consideration in the ordinary course of business since the dates of such balance sheets and except for Liens for current property taxes not yet due and payable and Permitted Liens). The Company and each of its Retained Subsidiaries owns, has a valid leasehold interest in or has the valid and is in possession enforceable right to use all tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Except as set forth on the attached Assets Schedule, all of the properties purported to be Company's and the Retained Subsidiaries' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased thereunder, leased) are fit for use in the ordinary course of the Company's and such Retained Subsidiaries' business as applicable, presently conducted. All such assets have been installed and each such lease is valid without Default thereunder maintained in all material respects in accordance with industry standards. The Excluded Subsidiaries do not own or (except to the extent provided in the Manufacturing Agreement) have an interest in any assets used by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofRetained Businesses. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth The Leased Real Property Schedule attached hereto contains a complete and correct list of all street addresses and fee owners of all real property ownedleased, leased subleased or licensed by any Seller Entity or otherwise occupied by a Seller Entity the Company or used or held for use by any Seller Entity of the Retained Subsidiaries (individually "Leased Real Property" and collectively, the “"Leased Realty"). Neither the Company nor any of its Subsidiaries owns any real property. The Company or one of the Retained Subsidiaries has a valid leasehold interest in each Leased Real Property”, subject only to Permitted Liens. The Company has previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "Realty Leases"). Other than No Excluded Subsidiary is a party to any lease or sublease except as set forth on Section 4.12(bthe Leased Real Property Schedule. With respect to each Realty Lease: (i) of Seller’s Disclosure Memorandumthe Realty Lease is legal, there are no Persons valid, binding, enforceable and in possession of any portion of full force and effect; (ii) neither the Company nor any of the Real Property owned or leased by any Seller Entity other than such Seller EntityRetained Subsidiaries nor, and no Person other than a Seller Entity has to the right to use or occupy for any purpose any portion of any knowledge of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s KnowledgeCompany, any other party theretoto the Realty Lease is in breach or default, or any and, to the knowledge of the Company, no event which has occurred which, with notice or lapse of time or both, would constitute such a material Default and all rent and other sums and charges due and payable breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) the Realty Lease has not been modified, except to the extent that such lease have been paid. modifications are disclosed by the documents delivered to Buyer; (div) The Assets reflected neither the Company nor any of the Retained Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the most recent Seller Financial Statements which are owned or leased by Realty Lease; and (v) the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens other party to such Realty Lease is not an Affiliate of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing DateCompany or its Subsidiaries.

Assets. (a) Each Seller Southwest Entity has good and marketable title to those Assets reflected in the most recent Seller Southwest Financial Statements as being owned by such Seller Southwest Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Southwest is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Southwest Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerSouthwest, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerSouthwest. The Seller Entities Southwest and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the Southwest Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Southwest Entity or otherwise occupied by a Seller Southwest Entity or used or held for use by any Seller Southwest Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the Southwest Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Southwest Entity other than such Seller Southwest Entity, and no Person other than a Seller Southwest Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Southwest Entity. Seller Southwest or a Seller Southwest Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Southwest Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Southwest or such Seller Southwest Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Southwest Entity or, to SellerSouthwest’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Southwest Financial Statements which are owned or leased by the Seller Southwest Entities, and in combination with the Real Property, the Intellectual Property 20 of any Seller Southwest Entity, and contractual benefits and burdens of the Seller Southwest Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Southwest Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Target Entity has good and marketable title to those Assets reflected in the most recent Seller Target Financial Statements as being owned by such Seller Target Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Target is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Target Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerTarget, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerTarget. The Seller Entities Target and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the Target Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Target Entity or otherwise occupied by a Seller Target Entity or used or held for use by any Seller Target Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the Target Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Target Entity other than such Seller Target Entity, and no Person other than a Seller Target Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Target Entity. Seller Target or a Seller Target Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Target Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Target or such Seller Target Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Target Entity or, to SellerTarget’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Target Financial Statements which are owned or leased by the Seller Target Entities, and in combination with the Real Property, the Intellectual Property of any Seller Target Entity, and contractual benefits and burdens of the Seller Target Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Target Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller IAB Entity has good and marketable title to those Assets reflected in the most recent Seller latest IAB Financial Statements as being owned by such Seller IAB Entity or acquired after the date thereof (except for Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except except: (a) statutory Liens securing payments not yet due, ; (b) Liens for real property Taxes not yet due and payable, ; (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets and properties; and, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “"Permitted Liens”"). Seller IAB is the fee simple owner of all owned real property and the lessee of all leasehold estates each as reflected in the most recent Seller latest IAB Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of SellerIAB, the lessor. There are no pending or, to the Knowledge of SellerIAB, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerIAB. The Seller Entities IAB and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property property, or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity has Except as set forth on the attached ASSETS SCHEDULE, the Companies have good and marketable title to those Assets reflected in to, or a valid leasehold interest in, all properties and assets used by the most recent Seller Financial Statements as being owned by such Seller Entity Companies, located on their premises or shown on the Latest Balance Sheet or acquired after the date thereof thereof, free and clear of all Liens (except Assets sold or otherwise other than properties and assets disposed of in the ordinary course of business since the date thereof of the Latest Balance Sheet or except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) or Permitted Liens). Except as set forth on the attached ASSETS SCHEDULE, 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 Ordinary Courseconduct 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 Companies' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Companies' business as presently 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 the Companies during the twelve-months ended December 31, 1998 and the nine-months ended September 30, 1999. (b) The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete list of all real property leased or subleased by the Companies (individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY"). None of the Companies owns any real property or possesses any right to acquire any real property. The Companies have previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect after the Closing; (ii) neither the Companies nor, to the knowledge of the Sellers and the Companies, any other party to the Realty Lease is in breach or default, and, to the knowledge of the Sellers and the Companies, no event has occurred which, with notice or lapse of time or both, could constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) no party to the Realty Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) the Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease. (c) Xxxxxx and Xxxxxx Partnership has fee simple title to the real property leased to the Companies pursuant to the Real Estate Lease, free and clear of all Liens, except (a) statutory Permitted Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto lease or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of sublease the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right Companies and do not allow any Person other than the Companies to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Propertyproperties. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller First Mariner Entity has good and marketable title to those Assets reflected in the most recent Seller First Mariner Financial Statements as being owned by such Seller First Mariner Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (ai) statutory Liens securing payments not yet due, (bii) Liens for real property Taxes not yet due and payable, (ciii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties, (iv) blanket liens imposed by the Federal Reserve in the Ordinary Course, and (dv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller First Mariner is the fee simple owner of all owned real property Real Property and the lessee of all leasehold estates each as reflected in the most recent Seller First Mariner Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerFirst Mariner, threatened condemnation or eminent domain proceedings against any real property Real Property that is owned or leased by SellerFirst Mariner. The Seller Entities First Mariner and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property Real Property, or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Except as set forth on the attached "Assets Schedule," the Seller Entity has --------------- and each of its Subsidiaries have good and marketable indefeasible title to those Assets reflected to, or a valid leasehold interest in, the properties and assets used by them in connection with the most recent Seller Financial Statements as being owned by such Seller Entity Business, located on their premises or shown on the Latest Balance Sheet or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)thereafter, free and clear of all Liens, except (a) statutory Liens securing payments not yet duefor Permitted Encumbrances and except for properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet. Except as described on the Assets Schedule, (bi) Liens the Seller's and each of its --------------- Subsidiaries' buildings, equipment and other tangible assets are in good operating condition and are fit for real property Taxes not yet due use in the ordinary course of business, and payable(ii) the equipment subject to the Master Lease Agreements between the Seller and each of Cletex Trailer Leasing, (c) easementsInc. and Fleet Acceptance Corporation is in the condition required to satisfy the requirements of such Master Lease Agreements and the Seller has evidence that such equipment was delivered to the Seller's customers in satisfactory condition and the Seller will have an enforceable claim against any customer returning such equipment in a damaged condition. The Seller and each of its Subsidiaries owns or leases all buildings, rights of waymachinery, equipment, and other similar encumbrances that do not materially affect tangible assets necessary for the use conduct of its business as presently conducted. The Acquired Assets constitute all of the Assets subject thereto or affected thereby or otherwise materially impair business operations assets and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect rights necessary for the use conduct of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller Business as it is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofpresently conducted. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets Except for any representation or warranty set forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectivelyin this Agreement, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any tangible personal property that is part of the Real Property owned or leased by any Seller Entity other than such Seller EntityAcquired Assets is sold AS IS, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property ownedWHERE IS, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all LiensAND WITH ALL FAULTS, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other preALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANT-emptive rights or purchase rights with respect to any such owned Real PropertyABILITY AND FITNESS FOR A PARTICULAR PURPOSE BEING HEREBY EXPRESSLY DISCLAIMED. (c) All leases The Purchaser has been granted the right to conduct an investigation of Real Property under which any the Acquired Assets. The Purchaser and the Purchaser's agents had the right of access to the Acquired Assets prior to the Closing for the purpose of conducting such investigation. The Seller Entity, as lessee, leases Real Property, are valid, binding cooperated with the Purchaser in connection with such investigation and enforceable in accordance furnished the Purchaser with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to copies of all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected documents in the most recent Seller Financial Statements which are owned or leased by Seller's possession relating to the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests Acquired Assets that were necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Datecomplete such investigation.

Assets. (add) Each Seller Xxxxxx Entity has good and marketable title to those Assets reflected in the most recent Seller Xxxxxx Financial Statements as being owned by such Seller Xxxxxx Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is Xxxxxx or its Subsidiaries are the fee simple owner of all owned real property Real Property and the lessee of all leasehold estates each as reflected in the most recent Seller Xxxxxx Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerXxxxxx, threatened condemnation or eminent domain proceedings against any real property Real Property that is owned or leased by SellerXxxxxx or its Subsidiaries. The Seller Entities Xxxxxx or its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property Real Property, or any portion thereof. (bee) Section 4.12(b5.18(b) of Seller’s the Xxxxxx Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Xxxxxx Entity or otherwise occupied by a Seller Xxxxxx Entity or used or held for use by any Seller Xxxxxx Entity other than OREO (collectively, the “Xxxxxx Real Property”). Other than as set forth on Section 4.12(b5.18(b) of Seller’s the Xxxxxx Disclosure Memorandum, there are no Persons in possession of any portion of any of the Xxxxxx Real Property owned or leased by any Seller Xxxxxx Entity other than such Seller Xxxxxx Entity, and no Person other than a Seller Xxxxxx Entity has the right to use or occupy for any purpose any portion of any of the Xxxxxx Real Property owned, leased or licensed by a Seller Xxxxxx Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Xxxxxx Real Property. (cff) All leases of Xxxxxx Real Property under which any Seller Xxxxxx Entity, as lessee, leases Xxxxxx Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary Xxxxxx Entity has good and marketable leasehold interests to all Xxxxxx Real Property leased by them. There is not under any such lease any material existing Default by any Seller Xxxxxx Entity or, to Seller’s Xxxxxx’x Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease leases have been paid. . (dgg) The Assets reflected in the most recent Seller Xxxxxx Financial Statements which are owned or leased by the Seller Xxxxxx Entities, and in combination with the Xxxxxx Real Property, the Intellectual Property of any Seller Xxxxxx Entity, and contractual benefits and burdens of the Seller Xxxxxx Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Xxxxxx Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing DateCourse.

Assets. (a) Each To Seller’s Knowledge, the Title Commitments contain legal descriptions of all lands owned in fee simple or leased by the Company and on which the material operations of the Refinery (but not any pipelines or terminals serving it) are located subject in each case to Permitted Liens. (b) Subject to the receipt of any Third Person Consent or Authorization for the transfer and assignment from Seller Entity has to the Company or the Acquired Subsidiary, as applicable, the Company and the Acquired Subsidiary own, lease or have the legal right to use their respective material Assets (or in the case of the Company’s or Acquired Subsidiary’s contract rights, receive the benefits of their respective Assets) free and clear of all Liens except Permitted Liens. (c) The Company and the Acquired Subsidiary have good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity to, or acquired after the date thereof (except Assets sold valid leasehold interests in, or otherwise disposed license to, all of since the date thereof in the Ordinary Course)their tangible personal property, free and clear of all Liens, other than Permitted Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect such nonmaterial properties as are no longer used or useful in the use conduct of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and Business. (d) such imperfections or irregularities of title or Liens as do not materially affect the use Section 4.7(d) of the Assets subject thereto Disclosure Schedules lists all material fixed assets used in or affected thereby or otherwise materially impair business operations reasonably necessary for the operation of the Refinery as conducted prior to the Refinery Shutdown Activities other than the Excluded Assets. (e) Section 4.7(e) of the Disclosure Schedules sets forth a complete and use correct list of such Assets all Real Property Interests owned in fee simple by the Company (collectively, the “Permitted LiensOwned Real Property”). Seller is There are no outstanding options or rights of first refusal to purchase or lease the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of Owned Real Property or any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned portion thereof or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessorinterest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings (for which Seller or eminent domain proceedings against the Company has received service of process or otherwise notice) before any real property that is owned or leased by SellerGovernmental Authority with respect to any Owned Real Property. The Seller Entities Acquired Subsidiary does not own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest Real Property Interests in the owned real property or any portion thereoffee simple. (bf) Section 4.12(b4.7(f) of Seller’s the Disclosure Memorandum Schedules sets forth a complete and correct list of all street addresses and fee owners of all real property owned, Real Property Interests leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity to the Company (collectively, the “Leased Real Property”), including the name and address of each landlord for each such lease. Other than Seller has delivered to Buyer complete and correct copies of each such lease. The Company is not a sublessor or grantor under any sublease or other instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Property except as set forth on in Section 4.12(b4.7(f) of the Disclosure Schedules. The Acquired Subsidiary does not own any leasehold interest in any Real Property Interests, except as a sublessee for certain Retail Assets. (g) To the Knowledge of Seller’s Disclosure Memorandum, there are no Persons in possession pending special assessments or reassessments (for which Seller or the Company has received service of process or otherwise notice) of any portion of any of parcel included in the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than Interests that would reasonably be expected to result in a Seller Entity has material increase in the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal real property taxes or other pre-emptive rights or purchase rights similar charges payable by the Company with respect to any such owned Real Property. (c) All leases parcel of Owned Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all increase in the rent, additional rent and or other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with Company under the leases for the Leased Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Xxxxxxx Entity has good and marketable title to those Assets reflected in the most recent Seller Xxxxxxx Financial Statements as being owned by such Seller Xxxxxxx Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Xxxxxxx is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Xxxxxxx Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerXxxxxxx, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerXxxxxxx. The Seller Xxxxxxx Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Xxxxxxx’x Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Xxxxxxx Entity or otherwise occupied by a Seller Xxxxxxx Entity or used or held for use by any Seller Xxxxxxx Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Xxxxxxx’x Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Xxxxxxx Entity other than such Seller Xxxxxxx Entity, and no Person other than a Seller Xxxxxxx Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Xxxxxxx Entity. Seller Xxxxxxx or a Seller Xxxxxxx Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Xxxxxxx Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Xxxxxxx or such Seller Xxxxxxx Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Xxxxxxx Entity or, to Seller’s Xxxxxxx’x Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Xxxxxxx Financial Statements which are owned or leased by the Seller Xxxxxxx Entities, and in combination with the Real Property, the Intellectual Property of any Seller Xxxxxxx Entity, and contractual benefits and burdens of the Seller Xxxxxxx Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Xxxxxxx Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Delanco Entity has good and marketable title to those Assets reflected in the most recent Seller Delanco Financial Statements as being owned by such Seller Delanco Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Delanco is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Delanco Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of SellerDelanco, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerDelanco. The Seller Entities Delanco and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s the Delanco Disclosure Memorandum sets forth a complete and correct list of all street addresses addresses, legal descriptions and fee owners of all real property owned, leased or licensed by any Seller Delanco Entity or otherwise occupied by a Seller Delanco Entity or used or held for use by any Seller Delanco Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s the Delanco Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Delanco Entity other than such Seller Delanco Entity, and no Person other than a Seller Delanco Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Delanco Entity. Seller Delanco or a Seller Delanco Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Delanco Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller Delanco or such Seller Delanco Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Delanco Entity or, to SellerDelanco’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Delanco Financial Statements which are owned or leased by the Seller Delanco Entities, and in combination with the Real Property, the Intellectual Property of any Seller Delanco Entity, and contractual benefits and burdens of the Seller Delanco Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Delanco Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. Except as set forth in Section 3.14(a) of the Disclosure Schedule, the Purchased Entities and the Asset Sellers (awith respect to the Acquired International Structured Finance Business) Each Seller 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 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 pursuant to Section 5.12, each Purchased Entity has will have good and marketable valid title to those Assets reflected in the most recent Seller Financial Statements as being owned all Property used or held for use by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)it, free and clear of all Liens, except (aEncumbrances other than Permitted Encumbrances. Except as set forth in Section 3.14(a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to the Acquired International Structured Finance Business) is a lessee under any lease of tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other than those which may be canceled by such Purchased Entity or affected thereby Asset Seller without any payment or otherwise materially impair business operations and use of such Assets and (dpenalty upon no more than 30 days' prior notice. Except as set forth in Section 3.14(a) such imperfections or irregularities of title or Liens as do not materially affect the use of the Disclosure Schedule, the 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 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 order to continue to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it. To Seller's Knowledge, all Property of which a Purchased Entity is (or, after giving effect to transfer of the Other Acquired Business Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectivelypursuant to Section 5.12 hereof, “Permitted Liens”). Seller is the fee simple owner of all owned real property and will be) the lessee of all leasehold estates reflected or obligor are in the most recent Seller Financial Statements, free full force and clear of all Liens of any nature whatsoevereffect according to their terms and there are no outstanding defaults thereunder, except for Permitted Liens, and is in possession any defaults which could not reasonably be expected to give rise to any (i) right of the properties purported to be owned or leased termination thereunder, as applicable(ii) right by any Person to recover Losses, and each such lease is valid without Default thereunder by the lessee orcharges, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation penalties or eminent domain proceedings fees against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest Purchased Entity in excess of $100,000, in the owned real property aggregate or (iii) grant of injunctive or equitable relief against any portion thereofPurchased Entity. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Except as set forth in the Disclosure Schedule, Seller Entity has good and marketable title to those Assets all of the assets and properties of the Division reflected in the most recent Seller Financial Statements as being owned by such Seller Entity June Balance Sheet or acquired in the Division after the date thereof (except Assets for properties sold or otherwise disposed of since the date thereof in the Ordinary Courseordinary course of business and consistent with past practices and except for the Assumed Sublease of a portion of the Columbus, Ohio Assumed Lease), free and clear of all Liensany Lien, except (a) statutory for Liens securing payments not yet duespecified liabilities or obligations shown on the June Balance Sheet with respect to which no breach, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of wayviolation or default exists, and other similar encumbrances that do not materially affect on the use Closing Date Seller will transfer to Purchaser good and marketable title to all of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereofLien. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than Except as set forth on Section 4.12(b) of Seller’s the Disclosure MemorandumSchedule, there are no Persons all real properties included in possession of any portion of any of the Real Property June Balance Sheet as owned or leased by Seller are, to the knowledge of Seller and Parent, free from any Seller Entity other than such Seller Entitystructural defect, and in good operating condition and repair. Except as set forth on the Disclosure Schedule, each such real property and its present use, to the knowledge of Seller and Parent, conform in all material respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of Seller and Parent, no Person other than a Seller Entity has such Law contemplated that would affect adversely the right of Seller to own or lease and operate and use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Propertyreal properties. (c) Except as set forth on the Disclosure Schedule, the machinery, equipment, vehicles and other personal property included in the June Balance Sheet as owned or leased by Seller and included in the Assets are, to the knowledge of Seller and Parent, in good operating condition and repair and fit for the intended purposes thereof. (d) Other than the Excluded Assets, the Assets include all of the assets and properties, including all agreements, necessary for the operations of the Division as presently conducted, provided that the Assets do not include any Governmental Authorizations (as hereinafter defined). The Assets will not include any assets or properties that are not used or useful in the ordinary course of the operations of the Division. All leases of Real Property under leasehold interests relating to machinery, equipment, vehicles and other personal property which any Seller Entity, as lessee, leases Real Property, are valid, binding included in the Assets are valid and in full force and effect and enforceable in accordance with their respective terms terms, and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is there does not under any such lease exist any material existing Default by any Seller Entity orviolation, to Seller’s Knowledge, any other party theretobreach, or any event which default thereof or thereunder by Seller, other than a violation, breach or default under the Assumed Leases resulting from the failure of Seller to obtain a Landlord's Consent with notice or lapse respect to assignment of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paidan Assumed Lease. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each To Seller's Knowledge, the Title Commitments contain legal descriptions of all lands owned in fee simple or leased by the Company and on which the material operations of the Refinery (but not any pipelines or terminals serving it) are located subject in each case to Permitted Liens. (b) Subject to the receipt of any Third Person Consent or Authorization for the transfer and assignment from Seller Entity has to the Company or the Acquired Subsidiary, as applicable, the Company and the Acquired Subsidiary own, lease or have the legal right to use their respective material Assets (or in the case of the Company's or Acquired Subsidiary's contract rights, receive the benefits of their respective Assets) free and clear of all Liens except Permitted Liens. (c) The Company and the Acquired Subsidiary have good and marketable title to those Assets reflected in the most recent Seller Financial Statements as being owned by such Seller Entity to, or acquired after the date thereof (except Assets sold valid leasehold interests in, or otherwise disposed license to, all of since the date thereof in the Ordinary Course)their tangible personal property, free and clear of all Liens, other than Permitted Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect such nonmaterial properties as are no longer used or useful in the use conduct of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and Business. (d) such imperfections or irregularities of title or Liens as do not materially affect the use Section 4.7(d) of the Assets subject thereto Disclosure Schedules lists all material fixed assets used in or affected thereby or otherwise materially impair business operations reasonably necessary for the operation of the Refinery as conducted prior to the Refinery Shutdown Activities other than the Excluded Assets. (e) Section 4.7(e) of the Disclosure Schedules sets forth a complete and use correct list of such Assets all Real Property Interests owned in fee simple by the Company (collectively, “Permitted Liens”the "Owned Real Property"). Seller is There are no outstanding options or rights of first refusal to purchase or lease the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of Owned Real Property or any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned portion thereof or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessorinterest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings (for which Seller or eminent domain proceedings against the Company has received service of process or otherwise notice) before any real property that is owned or leased by SellerGovernmental Authority with respect to any Owned Real Property. The Seller Entities Acquired Subsidiary does not own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest Real Property Interests in the owned real property or any portion thereoffee simple. (bf) Section 4.12(b4.7(f) of Seller’s the Disclosure Memorandum Schedules sets forth a list of all Real Property Interests leased to the Company (the "Leased Real Property"), including the name and address of each landlord for each such lease. Seller has delivered to Buyer complete and correct list copies of all street addresses and fee owners each such lease. The Company is not a sublessor or grantor under any sublease or other instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Leased Real Property”). Other than Property except as set forth on in Section 4.12(b4.7(f) of the Disclosure Schedules. The Acquired Subsidiary does not own any leasehold interest in any Real Property Interests, except as a sublessee for certain Retail Assets. (g) To the Knowledge of Seller’s Disclosure Memorandum, there are no Persons in possession pending special assessments or reassessments (for which Seller or the Company has received service of process or otherwise notice) of any portion of any of parcel included in the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than Interests that would reasonably be expected to result in a Seller Entity has material increase in the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal real property taxes or other pre-emptive rights or purchase rights similar charges payable by the Company with respect to any such owned Real Property. (c) All leases parcel of Owned Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all increase in the rent, additional rent and or other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with Company under the leases for the Leased Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Alliance Entity has good and marketable title to those Assets reflected in the most recent Seller latest Alliance Financial Statements as being owned by such Seller Alliance Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets properties or assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties, and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets properties or assets subject thereto or affected thereby or otherwise materially impair business operations and use of at such Assets properties (collectively, “Permitted Liens”). Seller Alliance is the fee simple owner of all owned real property and the lessee of all leasehold estates each as reflected in the most recent Seller latest Alliance Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default default thereunder by the lessee or, to the Knowledge of SellerAlliance, the lessor. There are no pending or, to the Knowledge of SellerAlliance, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerAlliance. The Seller Entities Alliance and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and no Person person has any option or right to acquire or purchase any ownership interest in the owned real property property, or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.

Assets. (a) Each Seller Entity NIC or a NIC Subsidiary owns, and has good and marketable title to those Assets reflected to, or in the most recent Seller Financial Statements case of assets purported to be leased by NIC or a NIC Subsidiary, leases and has valid leasehold interest in, each of the tangible assets owned or leased by NIC or a NIC Subsidiary, free and clear of all Liens (other than Permitted Liens), except as being would not, individually or in the aggregate, reasonably be expected to constitute or result in a NIC Material Adverse Effect. NIC or a NIC Subsidiary has good and marketable fee simple title (or the equivalent in any applicable foreign jurisdiction) to each real property owned by such Seller Entity NIC or acquired after a NIC Subsidiary (collectively, the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course“NIC Owned Real Property”), free and clear of all Liens (other than Permitted Liens), except (a) statutory Liens securing payments not yet dueas would not, (b) Liens for real property Taxes not yet due and payableindividually or in the aggregate, (c) easements, rights reasonably be expected to constitute or result in a NIC Material Adverse Effect. Neither NIC nor any NIC Subsidiary has received written notice of wayany pending condemnation Proceeding with respect to any NIC Owned Real Property, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of SellerNIC no such Proceeding is threatened in writing. Except as would not, individually or in the lessor. There are no pending oraggregate, reasonably be expected to the Knowledge of Sellerconstitute or result in a NIC Material Adverse Effect, threatened condemnation (i) either NIC or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are necessary to their operations as now conducted a NIC Subsidiary has a good, valid and no Person has any option or right to acquire or purchase any ownership binding leasehold interest in the owned real property each material lease, sublease, license, or any portion thereof. other material use or occupancy agreement (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property ownedsuch material leases, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the NIC Real Property owned Leases”) under which NIC or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity NIC Subsidiary uses or occupies or has the right to use or occupy for any purpose any portion of any of real property (other than shared office space, co-working office space, virtual office space and similar arrangements) (such real property, collectively, the “NIC Leased Real Property”), (ii) all NIC Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good Leases are in full force and marketable fee title to all Real Property owned by it free effect and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding valid and enforceable in accordance with their respective terms and Seller terms, against NIC or such Seller a NIC Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity orand, to SellerNIC’s Knowledge, any each other party thereto, (iii) none of NIC or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.NIC

Assets. (a) Each Seller FSB Entity has good and marketable title to those Assets reflected in the most recent Seller FSB Financial Statements as being owned by such Seller FSB Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller FSB is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Seller FSB Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default default thereunder by the lessee or, to the Knowledge of SellerFSB, the lessor. There are no pending or, to the Knowledge of SellerFSB, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by SellerFSB. The Seller FSB Entities own or lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the owned real property or any portion thereof. (b) Section 4.12(b) of Seller’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entity other than such Seller Entity, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such owned Real Property. (c) All leases of Real Property under which any Seller Entity, as lessee, leases Real Property, are valid, binding and enforceable in accordance with their respective terms and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by them. There is not under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the most recent Seller Financial Statements which are owned or leased by the Seller Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is expected to be conducted on the Closing Date.