Common use of Properties; Assets Clause in Contracts

Properties; Assets. (a) Except as set forth in Schedule 3.14(a), the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances 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, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted. (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the audited consolidated balance sheet of included in the Company Company’s Financial Statements, dated as of June 30December 31, 1997 (the "Company Balance Sheet") 2003, as being owned by the Company or one of the Company Subsidiaries (except assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's ’s business on a consolidated basis, free and clear of all Encumbrances except (i) Encumbrances related to statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances Encumbrances arising pursuant to Company Indebtedness that will be released effective as do not materially affect the use of the properties Closing, (iii) Encumbrances arising pursuant to capital leases, (iv) Encumbrances not related to indebtedness for borrowed money which do not, individually or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since aggregate, materially interfere with the date thereof) use, occupancy or acquired after the date thereof which are material to its business on a consolidated basis and is in possession operation of the properties purported to be real property leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and its Subsidiaries and (v) statutory Encumbrances incurred or deposits made in the Company Subsidiariesordinary course of business in connection with workers’ compensation, taken as a whole, are employment insurance and other social security legislation (the Encumbrances referred to in good operating condition and repair clauses (ordinary wear and tear exceptedi)-(v), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted“Permitted Encumbrances”). (b) Each Schedule 3.14 of the Company Ground Station Disclosure Schedule sets forth the address of each leasehold or subleasehold estate and other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or a any Company Subsidiary (a "Major Station") is listed on Schedule 3.14(bthe “Leased Real Property”), andand a list of all leases (including all amendments, except extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (each a “Lease’). The Company has made available to Acquiror a true and complete copy of each such Lease or, in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on such schedulein Schedule 3.14 of the Company Disclosure Schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are Lease: (i) such Lease is legal, valid, binding, enforceable and in good operating condition full force and repair and are suitable for their intended purposes and effect; (ii) supported by the transactions contemplated hereunder do not require the consent of any other party to such Lease, will not result in a back-upbreach of or default under such Lease, fuel-powered electricity generator capable of generating power sufficient or otherwise cause such Lease to meet cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the requirements Closing; (iii) neither the Company, any Company Subsidiary nor, to the Knowledge of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each Company, any other party to such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are Lease is in good operating condition and repair, ordinary wear and tear exceptedbreach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default by the Company or any Company Subsidiary thereunder, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any Company Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (vi) there are suitable for their intended purposesno Encumbrances on the estate or interest created by such Lease. Neither the Company nor any Company Subsidiary owns any real property. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)SCHEDULE 2.20, the Company or one of the Company Subsidiaries SCI (a) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Balance Sheet") Sheet as being owned by the Company or one of the Company Subsidiaries (SCI except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) Encumbrances arising in connection with those matters set forth on SCHEDULE 2.20, (ii) statutory liens securing payments not yet due, and (iiiii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances 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 propertiesproperties (the items described in clauses (i), (ii) and (iii) being "Permitted Encumbrances"), and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, and to the knowledge of the Company, each such lease is valid without default thereunder by the lesseelessee or, to the Company's knowledge, lessor. The assets and properties are in such operating condition as to permit the operation of the business of the Company and SCI as being conducted as of the Company Subsidiariesdate hereof, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets assets, rights and properties which are required for the businesses and operations conduct of the business of the Company and SCI as of the Company Subsidiaries as presently conducted. (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (date hereof, except for such assets, rights and properties, the "VSAT Stations") now operated by the Company or lack of which would not reasonably be expected to have a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposesMaterial Adverse Effect. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in Schedule 3.14(a), the Company or one of the Company Subsidiaries (a) has good and marketable fee simple title to all the properties Owned Real Property and other material tangible assets reflected in the audited consolidated balance sheet of included in the Company Company’s Financial Statements, dated as of June 30the Balance Sheet Date, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except any such assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances 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, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.14(b) sets forth the address of each leasehold or subleasehold estate and other material rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in good operating condition and repair real property held by the Company or any Company Subsidiary (ordinary wear and tear exceptedthe “Leased Real Property”), and constitute a list of all leases, subleases, licenses, concessions and other written or oral agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) pursuant to which the Company or any Company Subsidiary holds Leased Real Property (each a “Lease”). The Company has made available to Parent a true and complete copy of each such written Lease. (c) Except as set forth in Schedule 3.14(b) or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to each Lease: (i) such Lease is legal, valid, binding, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity) and in full force and effect; (ii) the transactions contemplated hereunder do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, any Company Subsidiary nor, to the Knowledge of the Company, any other party to such Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default by the Company or any Company Subsidiary thereunder, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any Company Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (vi) there are no Encumbrances, other than Permitted Encumbrances, on the estate or interest created by such Lease. (d) At the Closing, the Company and the Company Subsidiaries will have sufficient tangible property and assets to enable them to operate and properties which are required for conduct the businesses and operations of the Company and the Company Subsidiaries in substantially the same manner as presently they are currently conducted. (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the audited consolidated balance sheet of the Company dated as of June 30March 31, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or and those properties acquired after the date thereof which which, taken as a whole, are material to the Company's business on a consolidated basisbusinesses of the Company and the Company Subsidiaries, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as which do not secure monetary obligations and which 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, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or such leasehold estates acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties businesses of the Company and the Company Subsidiaries, taken as a whole, are and is in good operating condition and repair (ordinary wear and tear excepted), and constitute all possession of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted. (b) purported to be leased thereunder. Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14lease

Properties; Assets. (a) Except as set forth in Schedule 3.14(a), the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Interim Balance Sheet") , as being owned by the Company or one of the Company Subsidiaries (except assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) Encumbrances related to statutory liens securing payments not yet duedue (provided that if the related liabilities were required under GAAP to have been reserved for on the Interim Balance Sheet, and then only to the extent such liabilities are actually reserved for on such balance sheet), (ii) such imperfections Encumbrances arising pursuant to Company Indebtedness, (iii) Encumbrances arising pursuant to capital leases, (iv) Encumbrances not related to indebtedness for borrowed money which do not, individually or irregularities of titlein the aggregate, claimsmaterially interfere with the use, liens, charges, security interests occupancy or encumbrances as do not materially affect the use operation of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired real property leased by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and its Subsidiaries and (v) statutory Encumbrances incurred or deposits made in the Company Subsidiariesordinary course of business in connection with workers' compensation, taken as a whole, are employment insurance and other social security legislation (the Encumbrances referred to in good operating condition and repair clauses (ordinary wear and tear exceptedi)-(v), and constitute all of the assets and properties which are required for the businesses and operations of the "Permitted Encumbrances"). The Company and the Company Subsidiaries collectively own, or have the right to use pursuant to valid and binding agreements, assets that are sufficient to operate their businesses as presently currently conducted. (b) Each Company Ground Station Schedule 3.14(b) sets forth the address of each material leasehold or subleasehold estate and other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or a any Company Subsidiary (the "Leased Real Property"), and a list of all material leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (each a "Major StationLease") is listed on ). The Company has made available to Parent a true and complete copy of each such Lease or, in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are Lease: (i) such Lease is legal, valid, binding, enforceable and in good operating condition full force and repair effect and are suitable for their intended purposes and creates a valid leasehold interest to the leasehold estate conveyed by such Lease; (ii) supported by the transactions contemplated hereunder do not require the consent of any other party to such Lease, will not result in a back-upbreach of or default under such Lease, fuel-powered electricity generator capable of generating power sufficient or otherwise cause such Lease to meet cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the requirements Closing; (iii) neither the Company, any Company Subsidiary nor, to the Knowledge of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each Company, any other party to such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are Lease is in good operating condition and repair, ordinary wear and tear exceptedbreach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default by the Company or any Company Subsidiary thereunder, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any Company Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (vi) there are suitable for their intended purposesno Encumbrances on the estate or interest created by such Lease. Neither the Company nor any Company Subsidiary owns any real property. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Schedule 3.7 sets forth the address of the principal executive office of the Company and the Subsidiary and the location of all real property owned or leased by the Company and the Subsidiary and the functions thereof, as well as the locations of all inventory of the Company and the Subsidiary. (b) The Company and the Subsidiary have, or prior to the Closing will have, good and (in the case of real property) marketable title to, or in the case of leased property valid and subsisting leasehold interests in, all properties and assets (whether real or personal but excluding intangible assets) reflected on the September Balance Sheet or acquired after September 30, 1997, except for properties and assets sold since September 30, 1997, in the ordinary course of business consistent with past practice or as set forth in Schedule 3.7. None of such properties or assets is subject to any Liens except: (i) Liens disclosed in Schedule 3.7; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the September Balance Sheet); or (iii) Liens which do not materially detract from the value of such property or assets as now used or materially interfere with any present or intended use of such property or assets. (c) There is no violation of any law, regulation or ordinance (including without limitation laws, regulations or ordinances relating to zoning, environmental, city planning or similar matters) relating to the properties and assets of the Company and the Subsidiary except for such violations as would not in the aggregate have a Material Adverse Effect. (d) There are no pending or, to the knowledge of the Company after due inquiry threatened, condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof. (e) The legal description for each real estate parcel owned by the Company or the Subsidiary and contained in the deed thereof, true and complete copies of which are contained in Schedule 3.7, describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and do not encroach on any easement which may burden the land. (f) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property. (g) Except as set forth in Schedule 3.14(a)3.7, there are no outstanding options or rights of first refusal to purchase the Company parcel of real property, or one any portion thereof or interest therein. (h) The amount of the Company's working capital as of the Closing Date will not be materially less than the amount reflected on the September Balance Sheet as measured on a basis consistent with the basis used in the preparation of the September Balance Sheet and excluding the effect of the Loans. None of the inventory in the possession of the Company Subsidiaries (a) has good is held on consignment, and marketable title to all none of the properties and assets reflected in the consolidated balance sheet inventory of the Company dated as of June 30, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material is consigned to the Company's business on a consolidated basis, free and clear of all Encumbrances except third parties. (i) statutory liens securing payments not yet dueThe buildings, machinery, equipment, and other tangible assets that the Company owns and leases and which are used in its business as presently conducted are free from material defects (ii) such imperfections or irregularities of titlepatent and latent), claims, liens, charges, security interests or encumbrances 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 propertieshave been maintained in accordance with normal industry practice, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary subject to normal wear and tear exceptedtear), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted. (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in on Schedule 3.14(a3.11(a), taken together, the Company or one of the Company Subsidiaries (a) has Companies have good and marketable title to all the tangible properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Interim Balance Sheet") Sheet as being owned by the Company or one of the Company Subsidiaries Companies or acquired after the date thereof that are material to the Companies’ business on a consolidated basis (except assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis) , free and clear of all Encumbrances except for Permitted Encumbrances. The Companies’ tangible properties and assets are in a state of repair that is reasonably sufficient for the purposes for which they are used. As of the date of this Agreement, the Companies do not lease (as lessee) any tangible personal property. Except as set forth on Schedule 3.11(a), the Companies own all of the material tangible personal property located on the Leased Real Property and used by them in the operation of their business. (b) Schedule 3.11(b) sets forth the address of each leasehold or subleasehold estate and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any Company (other than any leasehold for storage space that is not material to the business of the Companies and that is terminable upon 30 days’ (or less) notice) (the portion(s) thereof occupied by any Company being the “Leased Real Property”), and a list of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (each a “Lease”). With respect to each Lease: (i) statutory liens securing payments not yet dueno Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (ii) no Company has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) there are no Encumbrances on the estate or interest created by such Lease other than Permitted Encumbrances. Schedule 3.11(b) contains an accurate and complete list of all development agreements, redevelopment agreements, development and disposition agreements and similar agreements, and all amendments, modifications, supplements, waivers, renewals and extensions thereof to which a Company is a party or by which it is bound as of the date of this Agreement. Complete and correct copies of the documents set forth on Schedule 3.11(b) have been made available to Purchaser by the Companies prior to the date of this Agreement. (c) No Company owns or has owned any real property. (d) The Companies have made available to Purchaser, (i) true and complete copies of all policies of title insurance previously issued with respect to the Leased Real Property, or any portion thereof, which are in the Companies’ possession, and (ii) such imperfections true and complete copies of all boundary, land or irregularities ALTA surveys of titlethe Leased Real Property, claimsor any portion thereof, liensin the Companies’ possession. (e) Except to the extent disclosed on Schedule 2.3, chargesexecution of this Agreement and the consummation of the Transactions, security interests or encumbrances as do not materially affect and shall not (i) constitute a default or breach by any Company under any Lease, (ii) give rise to a right on the use part of the properties any lessor or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, andsublessor or, to the knowledge Sellers’ Knowledge, any other person to purchase or to terminate any Lease, or to recapture all or any portion of the CompanyLeased Real Property, each such lease is valid without default thereunder (iii) result in the termination or cancellation of any option to renew or extend the term of any Lease, or of any other right or option otherwise exercisable by the lessee. The assets and properties lessee or sublessee, as applicable, under any of the Company and the Company SubsidiariesLeases or (iv) require any authorization, taken as a wholeconsent, are in good operating condition and repair (ordinary wear and tear excepted)approval, and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conductedexemption or other action or notice, under any Lease. (bf) Each Company Ground Station other than Very Small Aperture Terminal (VSATSchedule 3.11(b) earth stations (accurately and completely identifies, as of the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such scheduledate of this Agreement, with respect to each such Major StationLease, (i) to the Sellers’ Knowledge, the improvements thereto correct name of the current lessor and all components used each superior lessor with respect to each Lease which is a sublease; (ii) to the Sellers’ Knowledge, the address or addresses at which such lessor is entitled to receipt of notices that must or may be delivered by a Company to such lessor under the corresponding Lease; (iii) the dates upon which the current terms of the Leases commenced and upon which it will expire not including any extension or termination rights set forth in the corresponding Lease; (iv) the period or periods of any remaining renewal or extended terms of the lease which any Company has the option to exercise; (v) the current base rent payable under each Lease, and any scheduled increases in such base rent during the remainder of the current term of each Lease; (vi) the manner in which any percentage rents payable during the current term of each Lease is determined; (vii) the amounts accrued by the Companies under each Lease for October, 2007 for passthroughs of common area maintenance costs payable to the lessor and, if applicable, property insurance premiums and/or real estate taxes to be paid directly by each Company under such Lease (in each case, based on estimates provided by the lessor in question); (viii) the unused or unapplied amount of any security deposit or letter of credit which such lessor holds in connection therewith with the performance of each Company’s obligations under each Lease; and (ix) the name and the address of any guarantor of or other surety for any Company’s obligations under a Lease. (g) To the Sellers’ Knowledge, Schedule 3.11(b) accurately and completely identifies, as of the date of this Agreement, all other material instruments and agreements (i.e., other than the instruments and agreements identified on Schedule 3. 3.9) which are not recorded in the real property records and which relate to the Companies’ occupancy of the Leased Real Property, including any unrecorded parking agreements, advertising agreements, merchant association agreements, development agreements, redevelopment agreements, development and disposition agreements. Complete and correct copies of each document set forth on Schedule 3.11(b) have been made available to Purchaser. (h) Except as disclosed on Schedule 3.11(h), no Company has received written notice of any proceeding either instituted, or planned to be instituted, respecting any taking, condemnation, action in eminent domain, or any voluntary conveyance in lieu thereof, of any part of the Leased Real Property, or any interest therein or right accruing thereto or use thereof and (ii) to the Sellers’ Knowledge, no taking or voluntary conveyance of all or part of any Leased Real Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Entity affecting the Leased Real Property or any portion thereof has been commenced, threatened or planned to be instituted with respect to all or any portion of any Leased Real Property. (i) Except as disclosed on Schedule 3.11(i), (i) no Company has received written notice from any (A) Governmental Entity that any of the Leased Real Property is in violation of any Occupational Safety and Health Law or any other Law, or (B) third party that the Leased Real Property is in violation of any reciprocal easement, development or similar agreement affecting such Real Property; and (ii) to Sellers’ Knowledge, no such violations described in clause (i) above exist. The use being made of all Leased Real Property is in conformity in all material respects with the Laws pertaining to zoning and building and the related certificate of occupancy and/or such other permits, licenses, variances and certificates for such Leased Real Property and any other reciprocal easement, development or similar agreement, or restrictions, covenants or conditions affecting such Real Property. All improvements on the Leased Real Property are (i) in good operating condition and a state of repair and that is reasonably sufficient for the purposes for which they are suitable for their intended purposes used and (ii) supported in compliance in all material respects with all applicable Laws (including those pertaining to zoning and building). (j) No Person other than a Company has any possessory interest in any Leased Real Property. (k) All Leased Real Property has adequate rights of access to public ways to permit the Leased Real Property to be used for purposes of a motion picture theatre and is served by a back-upoperating and reasonably adequate water, fuel-powered electricity generator capable electric, telephone, sewer, and storm drain facilities and other utilities. To the Sellers’ Knowledge, all reciprocal easement, development and similar agreements affecting any Leased Real Property are in full force and effect and no Company has asserted any default against the other parties thereto and has not received any written notice of generating power sufficient any default thereunder. (l) No building or structure on any Leased Real Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance and which violation or encroachment is necessary for the operation of the business at any Leased Real Property. (m) To Sellers’ Knowledge, each theatre located on the Leased Real Property has adequate available parking to meet the legal requirements of the operations conducted at the Major Station. The transmission/reception systems (after taking into account reciprocal easements and programming and data broadcasting systems at each such Major Station have the redundancies that are other easements on nearby or adjoining land). (n) Except as set forth on Schedule 3.14(b3.9, 3.11(b) or 3.11(g). The VSAT Stations, taken as neither any Company, nor to the Sellers’ Knowledge, any other Person which is a wholeparty to or is bound by any reciprocal easement, are development or similar agreement that is material to any Leased Real Property, or is presently in good operating condition and repairdefault of breach in any material respect of any obligation under any such reciprocal easement, ordinary wear and tear excepted, and are suitable for their intended purposesdevelopment or similar agreement. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the audited consolidated balance sheet of the Company dated as of June 30March 31, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or and those properties acquired after the date thereof which which, taken as a whole, are material to the Company's business on a consolidated basisbusinesses of the Company and the Company Subsidiaries, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as which do not secure monetary obligations and which 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, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or such leasehold estates acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties businesses of the Company and the Company Subsidiaries, taken as a whole, and is in possession of the properties purported to be leased thereunder. Each such lease is valid without default thereunder by the lessee or, to the Company's knowledge, lessor, except for such defaults which would not in the aggregate have a Company Material Adverse Effect. The assets and properties of the Company and the Company Subsidiaries are (and will be as of the Closing Date) in good operating condition and repair (ordinary wear and tear excepted), and constitute (and will constitute as of the Closing Date) all of the assets assets, rights and properties which are required necessary for the businesses and operations of the Company and the Company Subsidiaries as presently conducted. conducted (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except and as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements conducted as of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(bClosing Date). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14

Properties; Assets. (a) Section 4.19(a) of the Company Disclosure Schedule sets forth a list of all material real property owned by the Company and its Subsidiaries as of the date of this Agreement (the “Owned Real Property”). Except as set forth in Schedule 3.14(a)would not have a Company Material Adverse Effect, the Company or one of the Company its Subsidiaries (a) has good good, valid and marketable fee simple title to all Owned Real Property free and clear of all Liens, other than Permitted Liens. Except as would not have a Company Material Adverse Effect, the properties Company or one of its Subsidiaries, as applicable, has exclusive possession of each Owned Real Property, other than (i) rights arising under the Permitted Liens, and assets (ii) any use or other occupancy rights, without any options to purchase, granted to third-party tenants, licensees or other Persons pursuant to agreements entered into or otherwise permitted in the ordinary course of business. (b) Section 4.19(b) of the Company Disclosure Schedule sets forth as of the date of this Agreement a list of all leases or subleases for material real property leased by the Company or its Subsidiaries as tenant or lessee (including as subtenant or sublessee) (collectively, the “Leased Real Property Leases”). Except as would not have a Company Material Adverse Effect, the Leased Real Property Leases are in full force and effect, subject to proper authorization and execution of such lease by the other party thereto and the Bankruptcy and Equity Exceptions. From the Lookback Date through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice that it is in default under any Leased Real Property Lease (which default remains uncured), except as would not have a Company Material Adverse Effect. Except as would not have individually or in the aggregate a Company Material Adverse Effect, the Company or one of its Subsidiaries, as applicable, has exclusive possession of the real property demised under each Leased Real Property Lease, other than (i) rights arising under the Permitted Liens, and (ii) any use or other occupancy rights, without any options to purchase, granted to third-party owners, tenants, licensees or other Persons pursuant to agreements entered into or otherwise permitted in the ordinary course of business. (c) Except as would not have a Company Material Adverse Effect, the Company or its Subsidiaries, as applicable, has a valid and enforceable right to use any real property that is used in the Company’s business as currently conducted but is not Owned Real Property or a Leased Real Property Lease. (d) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have good and valid title to, or have a valid leasehold interest in, or a valid right under contract to use, all of the material tangible personal property reflected in the consolidated balance sheet of most recent Financial Statements included in the Company dated as SEC Documents filed prior to the date of June 30, 1997 (the "Company Balance Sheet") this Agreement as being owned by the Company or one of its Subsidiaries or acquired after the Company Subsidiaries date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet dueLiens, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances 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, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lesseeother than Permitted Liens. The assets and properties of tangible personal property owned by the Company and the Company Subsidiaries, taken as a whole, are its Subsidiaries is in good operating condition and repair (ordinary for its continued use as it has been used in all material respects, subject to reasonable wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conductedtear. (b) Each Company Ground Station other than Very Small Aperture Terminal (VSAT) earth stations (the "VSAT Stations") now operated by the Company or a Company Subsidiary (a "Major Station") is listed on Schedule 3.14(b), and, except as set forth on such schedule, with respect to each such Major Station, the improvements thereto and all components used in connection therewith are (i) in good operating condition and repair and are suitable for their intended purposes and (ii) supported by a back-up, fuel-powered electricity generator capable of generating power sufficient to meet the requirements of the operations conducted at the Major Station. The transmission/reception systems and programming and data broadcasting systems at each such Major Station have the redundancies that are set forth on Schedule 3.14(b). The VSAT Stations, taken as a whole, are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for their intended purposes. (c) Set forth on Schedule 3.14