Common use of Real and Tangible Personal Property Clause in Contracts

Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth a legal description of the Owned Real Property. Except as set forth on Schedule 4.3(a) hereto, Kxxxx has good and marketable title to the Owned Real Property, free and clear of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein. (b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Road Lease is not presently disturbed and there are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest therein. (c) Except as set forth on Schedule 4.3(c) hereto, Kxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Real Property. (d) Except as otherwise set forth herein, the Purchased Assets constitute all of the assets, rights and properties (other than any Excluded Assets) used or held for use by Sellers in connection with the manufacture of Farm Tires at and necessary for the operation of the Freeport Facility as presently operated. (e) Schedule 2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. (f) Goodyear has previously provided or made available to Purchaser a true and correct copy of each of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by Goodyear. (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.

Real and Tangible Personal Property. (a) Schedule 4.3(a3.16(a) sets forth a legal description list of all real property (other than fixtures located on any Company Leased Real Property) owned by any SHE Company (the “Company Owned Real Property”) as of the date of this Agreement. Except A SHE Company has good, valid and marketable title to all such Company Owned Real Property, and except as set forth on Schedule 4.3(a3.16(a) hereto, Kxxxx has good and marketable title to the all of such Company Owned Real Property, Property is held by a SHE Company free and clear of Liens, including any subleases, other than Permitted Liens. (b) Schedule 3.16(b) sets forth a list of all Liens. Except real property leased, subleased or licensed by or from a SHE Company (the “Company Leased Real Property”) as set forth on Schedule 4.3(a) heretoof the date of this Agreement and each lease, (i) sublease or license as of the buildings, structures, fixtures, building systems and equipment included in date of this Agreement relating to the Owned Company Leased Real Property to which a SHE Company is a party or by which it is bound (collectivelythe “Company Lease Agreements”), the “Improvements”) arename of the lessor, taken licensor, sublessor, master lessor or lessee, the date of the lease, license, sublease and each amendment thereto. The Company has made available to Buyer a true, correct and complete copy of each Company Lease Agreement and all amendments or modifications thereto. All Company Lease Agreements are valid and effective and enforceable in accordance with their respective terms except as a whole, in good condition and repair, normal wear and tear excepted, except such enforceability may be subject to the extent the failure Laws of general application relating to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentencebankruptcy, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning lawsinsolvency, ordinances and regulations expressly permits the use and occupancy of such parcel reorganization and the operation relief of the Business as currently conducted thereon (debtors and not merely as a prior non-conforming use or similar designation)rules of Law governing specific performance, and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation injunctive relief or other proceeding in eminent domainequitable remedies. With respect to each Company Lease Agreement, pending there is not any existing material default or event of default (or, to the Knowledge of Sellersthe Company, threatenedevent which with notice or lapse of time, affecting any parcel of Owned Real Property or any portion thereof or interest therein. (bboth, would constitute a material default) Sellers have previously provided or made available by a SHE Company or, to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm LeasesCompany’s Knowledge, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals)any Company Lease Agreement, will in either case, which has not result in a breach of been fully remedied, withdrawn or default under such leasewaived, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Road Lease is not presently disturbed and there no rentals are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest thereinpast due beyond normal grace periods. (c) Except as set forth The structures, plants, improvements, systems, and fixtures located on Schedule 4.3(c) heretoeach parcel of Company Owned Real Property and, Kxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Company’s Knowledge, Company Leased Real Property. (d) Except as otherwise set forth herein, the Purchased Assets constitute Property comply in all of the assets, rights and properties (other than any Excluded Assets) used or held for use by Sellers in connection material respects with the manufacture of Farm Tires at and necessary for the operation of the Freeport Facility as presently operated. (e) Schedule 2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) heretoLaws, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair repair, ordinary wear and tear excepted. Each such parcel of Company Owned Real Property and, to the Company’s Knowledge, Company Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to the Company’s Knowledge, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements. (d) All equipment owned or leased by a SHE Company currently in use and necessary for the conduct of its business as presently conducted is in working condition and has been regularly maintained, subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. (fe) Goodyear A SHE Company has previously provided or made available to Purchaser a true good and correct copy valid title to, or, in the case of each of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution leased properties and delivery by the counterparties thereto, legalassets, valid leasehold interests in, all of its tangible properties, rights, interests and binding in all material respectsassets, enforceable in all material respects in accordance with their termsreal, subject only to bankruptcypersonal and mixed, reorganizationused in, receivership or held for use in, its business free and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free clear of any material default or breach thereof by GoodyearLiens except Permitted Liens. (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.

Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth a legal description of the Owned Real Property. Except as set forth on Schedule 4.3(a) hereto, Kxxxx Xxxxx has good and marketable title to the Owned Real Property, free and clear of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein. . 30 (b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Xxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Xxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Xxxx Road Lease is not presently disturbed and there are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party to the Lxxx Xxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Xxxx Road Lease or any interest therein. (c) Except as set forth on Schedule 4.3(c) hereto, Kxxxx Xxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx Xxxxx or Goodyear with respect to the Owned Real Property. (d) Except as otherwise set forth herein, the Purchased Assets constitute all of the assets, rights and properties (other than any Excluded Assets) used or held for use by Sellers in connection with the manufacture of Farm Tires at and necessary for the operation of the Freeport Facility as presently operated. . (e) Schedule 2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. . (f) Goodyear has previously provided or made available to Purchaser a true and correct copy of each of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by Goodyear. . 31 (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.. Section 4.4 Financial Reports. Attached as Schedule 4.4 hereto are copies of certain management measurements of income and losses with respect to the Business (collectively, the “Reports”). The Reports (a) were prepared in all material respects in accordance with, and reflect, in all material respects, the books of account and other financial records of Goodyear and (b) were prepared in all material respects consistent with the past practices of Goodyear for measuring income and loss for unincorporated business units, except that (i) the Reports exclude information relating to rubber track and (ii) the Reports disaggregate or eliminate certain items of expense deemed by Goodyear not to be directly related to the Business. Section 4.5 Absence of Certain Changes. Except as set forth on Schedule 4.5 hereto, between December 31, 2004 and the date hereof, there has not been: (a) any Material Adverse Change; (b) any material increase made or promised in the compensation or other remuneration or rate thereof payable or to become payable by Goodyear to its Employees generally; (c) except as set forth on Schedules 4.3(a), (b), (c) or (e)(i) any Lien with respect to the Business other than Liens that do not individually or in the aggregate, exceed $25,000, imposed upon or attached to any of the Purchased Assets; (d) except as set forth on Schedules 4.3(a), (b), (c) or (f) or Schedule 4.12, any material amendment to, consent by any Seller to the termination of or material breach by any Seller of any Assumed Contract or Assumed Lease; (e) any material commitment to any labor organization by Goodyear with respect to the Employees; (f) except as set forth on Schedule 4.5(f), any sale, transfer, lease, sublease, license or other disposal by any Seller of any of the Purchased Assets which individually or in the aggregate have a value in excess of $10,000 other than Inventories sold in the Ordinary Course of Business with respect to the Business; (g) any material changes in the customary methods of operation of the Business, including, without limitation, policies and practices relating to Inventories; 32

Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth The Companies and each of their Subsidiaries have good and valid title to, or a legal description valid license or leasehold interest in, all tangible personal property required for the continued operation of the Owned Real Property. Except as set forth on Schedule 4.3(a) hereto, Kxxxx has good businesses of the Companies and marketable title to the Owned Real Propertytheir Subsidiaries, free and clear of all any Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest thereinPermitted Exceptions. (b) Sellers have previously provided or made available to Purchaser Schedule 2.12 sets forth a true and correct copy complete list of the Lxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid all real property and enforceable, subject only to bankruptcy, reorganization, receivership interests in real property owned in fee by the Companies and other laws affecting creditors’ rights generally their Subsidiaries (the “Owned Property”) and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (all agreements, including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following amendments and modifications thereto, relating to real property leased, subleased, license, used or otherwise occupied by the Closing; Companies or any of their Subsidiaries (iii) Goodyear’s possession and quiet enjoyment of the Leased each individually, a “Real Property under Lease” and together with the Lxxx Road Lease is not presently disturbed and there are currently no disputes with respect Owned Property, being referred to such lease; (iv) neither Goodyear nor herein as the other party to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest therein“Company Properties”). (c) Except as set forth on Schedule 4.3(c) hereto2.12, Kxxxx the Companies or Goodyear has obtained one of their Subsidiaries have good and valid fee title to all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Real Property, free and clear of all Liens except Permitted Exceptions. (d) Except as otherwise set forth herein(i) Seller has made available to Buyer, the Purchased Assets constitute in all material respects, true, correct and complete copies of the assetsReal Property Leases, rights and properties (other than any Excluded Assetsii) used or held for use by Sellers in connection with the manufacture of Farm Tires at and necessary for the operation each of the Freeport Facility as presently operatedReal Property Leases is in full force and effect and is a legal, valid and binding obligation of the Companies or their Subsidiaries, enforceable against them in accordance with its terms, subject to the Enforceability Exception, (iii) neither the Companies nor any of their Subsidiaries is in default under any Real Property Lease or has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by the Companies or any of their Subsidiaries under any of the Real Property Leases, and (iv) to the Knowledge of the Companies, no other party is in default thereof and no party to any Real Property Lease has exercised any termination rights with respect thereto. (e) Schedule 2.1(a)(iThere are no pending or, to Sellers’ Knowledge, threatened material appropriation, condemnation, eminent domain or like proceedings relating to the Owned Property or, to the Knowledge of the Companies, the real property subject to the Real Property Leases. (f) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto2.12, and except with respect neither the Company nor any of its Subsidiaries lease, sublease, license to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title any other Person or permit any other Person to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. (f) Goodyear has previously provided or made available to Purchaser a true and correct copy of each occupy any of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by GoodyearCompany Properties. (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.

Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth a legal description None of the Owned Real Property. Except as set forth on Schedule 4.3(aAcquired Companies lease, sublease, license, own, operate or otherwise hold any interest in any real property, nor have any of the Acquired Companies ever leased, subleased, licensed, owned, operated or otherwise held any interest in any real property. (b) hereto, Kxxxx has The Acquired Companies have good and marketable title to all of the Owned Real tangible personal property (including, without limitation, all machinery, equipment, trade fixtures, and other items of tangible personal property owned by the Acquired Companies) and assets shown on the Company Balance Sheet or acquired after the date of the Company Balance Sheet (collectively, “Personal Property”), free and clear of all Liensany Encumbrances other than Permitted Encumbrances. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real The Personal Property (collectively, the “Improvements”) are, taken as a whole, is in good operating condition and repair, normal ordinary wear and tear excepted, except to and is adequate for the extent purposes for which it is presently used by the failure to be in such condition or repair does not materially impair the operation Acquired Companies, and none of the Owned Real Personal Property as is in need of any material maintenance or repairs, except for ordinary, routine maintenance and repairs. The Personal Property currently conducted owned or leased by the Acquired Companies, together with all other assets, rights, services and (ii) there are no material structural deficiencies affecting the Improvements. For purposes properties of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein. (b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm Leases, each as amended Acquired Companies as of the date hereof. Except as set forth on Schedule 4.3(b) heretoClosing, with respect and after giving effect to each the provision or use of the Lxxx Road Lease assets, rights, services and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions properties contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects provided to the Acquired Companies immediately following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Road Lease is not presently disturbed and there are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party Closing Date pursuant to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest therein. (c) Except as set forth on Schedule 4.3(c) hereto, Kxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Real Property. (d) Except as otherwise set forth hereinTSA, the Purchased Assets constitute IP License Agreement and the IP Assignment Agreement, comprise all of the assets, rights rights, services and properties (other than any Excluded Assets) used or held for use by Sellers in connection with the manufacture conduct of Farm Tires at the Acquired Companies’ business as of the Closing and are sufficient and necessary for the operation continued conduct of the Freeport Facility Acquired Companies’ business by Purchaser and its Affiliates (including the Acquired Companies) after the Closing in substantially the same manner as presently operated. (econducted; provided, however, that nothing in this Section 2.6(b) Schedule 2.1(a)(i) hereto sets forth shall be deemed to constitute a listing of all capital assets owned by Goodyear included in representation or warranty as to the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. (f) Goodyear has previously provided or made available to Purchaser a true and correct copy of each adequacy of the Personal Property Leases, each as amended as amounts of cash or working capital (or the availability of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by Goodyearsame). (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.

Real and Tangible Personal Property. (a) Section 16(a) of the Disclosure Schedule 4.3(a) sets forth a legal description an accurate and complete list of (i) each Real Property owned, leased or used by the Company or otherwise necessary for the business of the Owned Company as heretofore conducted, presently conducted and proposed to be conducted, and (ii) all Encumbrances relating to or affecting any Real Property. For all purposes under this Agreement, “Real Property” means (x) all real properties owned by the Company or in which the Company has any interest (including without limitation the right to use), together with all buildings, fixtures, plant and other improvements located thereon or attached thereto, and (y) all of the Company’s rights arising out of the ownership or use thereof, and all subleases, franchises, licenses, permits, easements, and rights-of-way which are appurtenant thereto. Except as disclosed in Section 16(a) of the Disclosure Schedule, the Company has (i) good and marketable title to and ownership of each of its owned Real Property, and (ii) a right of prior and continuing possession to each other Real Property, whether such right arises by virtue of a lease, easement, license or otherwise, in each case free of any Lien or Other Encumbrance. All of the buildings, fixtures and other improvements constituting a part of the Real Property are in good operating condition and repair. The Company is not in default under any agreements with respect to any of the leased Real Property and the other parties to such agreements are not in default of any mortgage, covenant or other agreement relating to the leased Real Property. (b) The Company is in possession of and has good title to, or has valid leasehold interests in or valid rights under contract to use, all Tangible Personal Property used in or reasonably necessary for the conduct of their business, including all Tangible Personal Property reflected on the balance sheet included in the Audited Financial Statements and Tangible Personal Property acquired since December 31, 2003 other than property disposed of since such date in the ordinary course of business consistent with past practice. Except as set forth on Section 16(b)(1) of the Disclosure Schedule, all such Tangible Personal Property is free and clear of all Encumbrances and is in good working order and condition, ordinary wear and tear excepted, and its use complies with all Applicable Law. Section 16(b)(2) of the Disclosure Schedule 4.3(a) hereto, Kxxxx sets forth an accurate and complete description of each Tangible Personal Property owned and leased by the Company (the “Leased Tangible Personal Property”). The Company has good and marketable title to the Owned Real Property, free and clear ownership of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the ImprovementsLeased Tangible Personal Property. For purposes of the preceding sentencethis Agreement, “material” or “materiallyTangible Personal Property” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning lawsall machinery, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation)equipment, and permits the Improvements located thereon as currently constructedtrucks, used and occupied. There is no condemnationautomobiles, expropriation or other proceeding in eminent domainfurniture, pending orsupplies, to the Knowledge of Sellersspare parts, threatenedtools, affecting any parcel of Owned Real Property or any portion thereof or interest therein. (b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership stores and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked tangible personal property owned by the Company or in a proceeding in equity or at law; (ii) which the transactions contemplated by this Agreement Company has any interest (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Road Lease is not presently disturbed and there are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest thereinuse). (c) Except as set forth on Schedule 4.3(c) hereto, Kxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Real Property. (d) Except as otherwise set forth herein, the Purchased Assets constitute all of the assets, rights and properties (other than any Excluded Assets) used or held for use by Sellers in connection with the manufacture of Farm Tires at and necessary for the operation of the Freeport Facility as presently operated. (e) Schedule 2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject to normal wear and tear), are free from manufacturing flaws and have been maintained in accordance with Goodyear’s normal practices. (f) Goodyear has previously provided or made available to Purchaser a true and correct copy of each of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by Goodyear. (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.

Real and Tangible Personal Property. Except as set ----------------------------------- forth on Schedule 4.14(a), MDI or its Subsidiaries has valid title to ----------------- all properties, interests in properties and assets (areal and personal) reflected in the consolidated balance sheet of MDI as at September 30, 1996 (except properties, interests in properties and assets sold or otherwise disposed of since September 30, 1996 in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except the lien of current taxes not yet due and payable. Schedule 4.3(a4.14(a) sets forth a legal description hereof lists ---------------- each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to which it is put by MDI and/or any of its Subsidiaries. All improvements located on any real property owned by MDI or any of its Subsidiaries are in good structural condition, free from any termite infestation or damage, roof leakage, wood rot or decay or any structural or other defect or impairment of any nature whatsoever which might impair the value, utility or life expectancy of such improvements, or which might otherwise adversely affect the operation thereof. All of the Owned Real Propertyreal property owned by MDI or any of its Subsidiaries and the improvements thereon are suitable for the purposes for which they are currently used. All of the real property owned by MDI or any of its Subsidiaries has all utilities required for the full and complete occupancy and operation thereof. There exist paved and publicly dedicated roads providing pedestrian and vehicular ingress and egress to and from all of such real property and no additional easements or licenses are required for such access. To the best of Stockholder's and MDI's knowledge, no fact or condition exists which could result in the termination or impairment of any access to any of the real property owned by MDI or any of its Subsidiaries, or which could result in a discontinuation of necessary water, sewer, telephone, gas, electric or other utilities or services to any of such real property. To the best of Stockholder's and MDI's knowledge, none of the improvements located on any of the real property owned by MDI or any of its Subsidiaries encroach onto adjoining land or onto any easements, and there is no encroachment of improvements from adjoining land onto any of such real property. To the best of Stockholder's and MDI's knowledge, none of the real property owned by MDI or any of its Subsidiaries is located in an area identified as having special flood or mud slide hazards or wet lands. To the best of Stockholder's and MDI's knowledge, there are no soil or geological conditions which might impair or adversely affect the current use of any of the real property owned by MDI or any of its Subsidiaries. No written notification has been received by Stockholder or MDI advising that the whole or any portion of the real property owned by MDI is being condemned or otherwise taken by any public authority. Except as set forth on Schedule 4.3(a) hereto4.14(a), Kxxxx has good the facilities, equipment and marketable title assets -------------- utilized by MDI and/or its Subsidiaries and/or necessary to the Owned Real Property, free operations of MDI's and/or its Subsidiaries' businesses are owned or leased by MDI and/or its Subsidiaries and clear of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does are not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation)obsolete, and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein. (b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quiet enjoyment of the Leased Real Property under the Lxxx Road Lease is not presently disturbed and there are currently no disputes with respect to such lease; (iv) neither Goodyear nor the other party to the Lxxx Road Lease, is in material breach or default under such lease; (v) Goodyear has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vi) Goodyear has not collaterally assigned or granted any Lien in the Lxxx Road Lease or any interest therein. (c) Except as set forth on Schedule 4.3(c) hereto, Kxxxx or Goodyear has obtained all Permits (other than Environmental Permits that are addressed in Section 4.18) required to be obtained by Kxxxx or Goodyear with respect to the Owned Real Property. (d) Except as otherwise set forth herein, the Purchased Assets constitute all of the assets, rights and properties (other than any Excluded Assets) used or held for use by Sellers in connection with the manufacture of Farm Tires at and necessary for the operation of the Freeport Facility as presently operated. (e) Schedule 2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear included in the Purchased Assets, other than Inventories, as of December 31, 2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect to such Purchased Assets as Goodyear has disposed of in the Ordinary Course of Business since December 31, 2004, Goodyear has good title to or an enforceable right to use all such Purchased Assets, free and clear of all Liens. All assets listed on Schedule 2.1(a)(i) are in good operating condition and repair sufficient for the operation of the business as presently conducted. Each of the leases under which the properties of MDI and its Subsidiaries are leased is unmodified and in full force and effect and there are no agreements between Stockholder, MDI or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with ---------------- respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (A) the parties to such lease; (B) the property covered by such lease; (C) a schedule of payments payable under such lease (both throughout the term of the lease and at the end of the lease); (D) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to normal wear such lease and tear)the price and terms thereof; (E) the term of such lease; and (F) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of ----------------- equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended September 30, are free from manufacturing flaws 1996, and have been maintained in accordance with Goodyear’s normal practices. (f) Goodyear has previously provided or made available respect to Purchaser a true each, the name and correct copy address and the dollar volume involved. The amortization of each capitalized lease is based on the useful life of the Personal Property Leases, each as amended as of the date hereof. Except as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases are, assuming due execution and delivery by the counterparties thereto, legal, valid and binding in all material respects, enforceable in all material respects in accordance with their terms, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law. All such Personal Property Leases are free of any material default or breach thereof by Goodyearasset. (g) Schedule 4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’ Knowledge.