Common use of Real Property Interests Clause in Contracts

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a complete list of (i) all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" and collectively as "BUSINESS PROPERTIES"). (b) The Company and its Subsidiaries have good and insurable fee title to all Owned Property, free and clear of any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation of the property to which they relate. (c) Each of the Leases is a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None of the Company or its Subsidiaries has received any notice from the other party to such lease of the termination thereof. There is no default or event that, with notice or lapse of time or both, would constitute a default on the part of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto).

Real Property Interests. The Real Property Interests (aand each portion thereof) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a complete list of (i) all real property and interests are in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) all material leases, license, subleases, easements respects suitable and occupancy agreements, together sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with any amendments, modifications and supplements thereto (the "LEASES")Energy Centers. Except as set forth on Schedule 4.15, with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Real Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" and collectively as "BUSINESS PROPERTIES").Interests: (ba) The Company and its Subsidiaries have good Seller has good, valid, marketable and insurable fee simple title to the Real Property Interests (including any and all Owned Propertyappurtenant easements or other similar appurtenant rights), in each case free and clear of any and all Liens, covenants and rights-of-way, except Encumbrances (a) other than Permitted Liens, Encumbrances); (b) easementseach easement, covenantslicense or other agreement or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply rights or other utility or access rights-of-way and other similar restrictions of record (, whether or contained not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the respective title deedsEnergy Centers, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) and (c) (i) zoningis, building and other similar restrictionsto Seller’s Knowledge, (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation of the property to which they relate. (c) Each of the Leases is a valid and subsisting binding agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, by Seller against the respective other parties thereto. None of the Company or its Subsidiaries has received any notice from the other party to such lease of the termination thereof. There is , no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event that, with exists which after notice or lapse of time or both, both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on the part Schedule 4.7(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Company Real Property Interests, and no condemnation or its Subsidiaries (nor, to eminent domain proceeding or other such similar proceeding against any of the Knowledge of TRW, on the part of any other party thereto)Real Property Interests is pending or threatened.

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a complete list of (i) all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"“Owned Property”), (ii) all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"“Leases”), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY"“Leased Property”) and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" “Business Property” and collectively as "BUSINESS PROPERTIES"“Business Properties”). (b) The Company and its Subsidiaries have good and insurable fee title to all Owned Property, free and clear of any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation of the property to which they relate. (c) Each of the Leases is a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None of the Company or its Subsidiaries has received any notice from the other party to such lease of the termination thereof. There is no default or event that, with notice or lapse of time or both, would constitute a default on the part of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto).

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter 4.7(a) sets forth a complete list and accurate description of all Owned Properties and, as to each Acquired Property, includes a description of (i) all real property the Title Documents pursuant to which such Acquired Property is owned, occupied or used, and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) a complete and correct list of each title insurance policy insuring title to any of the Acquired Properties. Schedule 4.7(a) also sets forth a complete list and accurate description of all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") Leased Properties and, (c) as to each Leased Property, identifies any material leases (each a “Business Lease”) relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" “Business Property” and collectively as "BUSINESS PROPERTIES"“Business Properties”). (b) The Company Sellers have, and its Subsidiaries have immediately after the Effective Time, Buyer will have, good and insurable marketable fee simple title to all Owned Acquired Property, free and clear of any and all Liens, covenants and rights-of-way, Liens except (a) for the Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation of the property to which they relate. (c) Each Sellers have delivered to Buyer correct and complete copies of the Leases Business Leases. Each Business Lease is a valid legal, valid, binding, enforceable, and subsisting agreement in full force and effect effect, except as may be limited by bankruptcy, insolvency, reorganization and constitutes a valid similar Laws affecting creditors generally and binding obligation ofby the availability of equitable remedies. No Seller, nor to the knowledge of Sellers, any other party is in default, violation or breach in any respect under any Business Lease, and to the knowledge of Sellers, no event has occurred and is legally enforceable against, the respective parties thereto. None of the Company or its Subsidiaries has received any notice from the other party to such lease of the termination thereof. There is no default or event thatcontinuing that constitutes or, with notice or lapse the passage of time or both, would constitute a default default, violation or breach in any respect under any Business Lease. Sellers have good and valid title to the leasehold estate under each Business Lease free and clear of all Liens except for the Permitted Liens. (d) There are not any exceptions, restrictions, easements, rights of way and encumbrances to the Business Properties that materially effect the Sellers operation of the Business on the part of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto)Business Properties.

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter 2.1(a) sets forth a complete list of (iall Owned Properties and Schedule 2.1(b) sets forth a complete list of all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") Leased Properties and, (c) as to Leased Property, identifies any material leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTYBusiness Property" and collectively as "BUSINESS PROPERTIESBusiness Properties"). (b) The Company . Seller has and its Subsidiaries have will transfer good and insurable marketable fee simple title to all Owned Property, free and clear of any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record any nature whatsoever, except: (i) mechanics', carriers', workmen's, repairmen's or contained other like Liens arising or incurred in the respective title deedsordinary course of business for amounts not yet due or which are being contested in good faith, (ii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, (iii) Encumbrances listed on Schedule 4.5 (as supplemented in accordance with the last sentence of this Section 4.5), and (civ) (i1) zoning, building and other similar government-imposed restrictions, (ii2) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii3) unrecorded easements, covenants, rights-of-way or other similar restrictionsEncumbrances, none of which items set forth in clauses (i1), (ii2) and (iii3) above, individually or in the aggregate, (A) materially impairs impair the continued use, marketability, insurability use and operation of the property to which they relate. , (cB) Each materially impair the fair market value of the Leases is property to which they relate, (C) secure any Financing Obligation or (D) constitute a valid and subsisting lease, sublease or other occupancy agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None that gives any third party any right to occupy or use all or any portion of the Company or its Subsidiaries has received any Owned Property. Notwithstanding anything in this Section to the contrary, Seller shall have the right, by written notice to Buyer, to supplement Schedule 4.5 from time to time with additional Encumbrances after the other party date of this Agreement (and prior to the closing) and Buyer shall be deemed to have accepted such lease Encumbrances, provided that such additional Encumbrances do not (A) materially impair the continued use and operation of the termination thereof. There is no default property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or event that, with notice or lapse of time or both, would (D) constitute a default on the part lease, sublease or other occupancy agreement that gives any third party any right to occupy or use all or any portion of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto)Owned Property.

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth 3.6(a) contains a true and ----------------------- complete list of each and every parcel of real property now owned ("Owned ----- Property"), each and every parcel of real property, or interest therein, now -------- held under lease (including without limitation the Trust Property and all mineral leases) ("Leased Property"), every parcel of real property used by or --------------- necessary for the conduct of the business of the Acquired Companies, or held under option or agreement to purchase, by any of the Acquired Companies (individually, a "Property" and collectively, the "Properties"), the record -------- ---------- title holder thereof and the legal description and location thereof. The Acquired Companies neither own nor lease any real property or interest therein other than the Properties. Sellers have furnished or made available to Buyer true, correct and complete copies of all (i) all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY")title reports, (ii) surveys, (iii) deeds, title holding or trust agreements under which any of the Properties have been conveyed to the Acquired Companies or the Trust Seller, and (iv) all material leases, licensesubleases or other agreements under which the Acquired Companies use or occupy or have the right to use or occupy, subleasesany Properties, easements including all amendments and occupancy agreementsassignments thereof (collectively, "Real Property Leases"), in -------------------- the possession of Sellers or the Acquired Companies with respect to each of the Properties. Except as set forth on Schedule 3.6(a), each of the Acquired Companies or the Trust Seller, respectively, (a) owns and has good and marketable fee simple title to the Owned Properties, together with any amendmentsall buildings, modifications improvements, appurtenant rights, privileges and supplements thereto easements located thereon or appurtenant thereto, and (b) has good and valid title to, and is lawfully seized and possessed of, the "LEASES")leasehold estates in all Leased Properties, in each case free and clear of all Encumbrances which would materially interfere with respect to all the present use of the Properties or which would have a Material Adverse Effect, except general and special real property estate taxes and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property or Leased Property being sometimes referred to herein individually as assessments which may be a "BUSINESS PROPERTY" lien but are not yet due and collectively as "BUSINESS PROPERTIES")payable. (b) The Company Each Real Property Lease is valid and its Subsidiaries have good binding in all material respects upon the Acquired Companies and insurable fee title the Trust Seller, and, to all Owned Property, free and clear of any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation knowledge of the property to which they relate. (c) Each of the Leases Sellers, each other party thereto, and is a valid and subsisting agreement in full force and effect effect. All rent and constitutes a valid other sums and binding obligation of, charges payable by the Acquired Companies as tenant thereunder are current. The Acquired Companies and is legally enforceable against, the respective parties theretoTrust Seller have complied in all material respects with the terms of each Real Property Lease and no termination event or condition or uncured default exists under any Real Property Lease. None of the Company or its Subsidiaries No event has received any notice from the other party to such lease of the termination thereof. There is occurred and no default or event thatcondition exists which, with the giving of notice or the lapse of time or both, would constitute such a default on the part or termination event or condition. (c) With respect to each of the Company Properties and the buildings, structures, improvements and fixtures thereon: (i) Sellers and the Acquired Companies are in compliance with all zoning laws, deed restrictions and building codes applicable to the Properties, non-compliance with which would materially interfere with the present use of the Properties or which would have a Material Adverse Effect; (ii) Sellers have all permits, licenses and approvals with respect to the ownership and the current use and occupancy of its Subsidiaries respective Properties the lack of which would materially interfere with the present use of the Properties or which would have a Material Adverse Effect (norindividually, "Real Estate Permit" and collectively, "Real Estate ------------------ ----------- Permits"). All Real Estate Permits are set forth on Schedule 3.6(c)(ii) and are in full force and effect. The current use and occupancy of each of the Properties do not Violate any of such Real Estate Permits, and no proceeding is pending or, to the Knowledge knowledge of TRWSellers, threatened, to revoke, suspend, modify or limit any of the Real Estate Permits. No Permit will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the consummation of the Contemplated Transactions; (iii) neither Sellers nor the Acquired Companies have received any notice of any federal, state or local plans to restrict or change access from any highway or road system in the vicinity of any of the Properties to any of the Properties, or of any pending or threatened condemnation of any of the Properties or any part thereof, or of any plans for improvements which might result in a special assessment against any of the Properties; (iv) Except as disclosed on Schedule 3.6(c)(iv,) there are no defects with respect to any of the buildings, structures, improvements and fixtures at any of the Properties which would impair the day-to-day use of any such buildings, structures, improvements or fixtures or which would subject the Acquired Companies or the Sellers to any material liability under applicable law; (v) Sellers and the Acquired Companies have good and valid rights of ingress and egress to and from all Properties from and to the public street systems for all usual street, road and utility purposes and other purposes necessary or incidental to the business of the Acquired Companies; and (vi) All facilities located on the part Properties are supplied with utilities and other services necessary for the operation of such facilities as presently operated. (d) Except as disclosed on Schedule 3.6(d), there are no restrictions of any other party thereto)nature on the ability of Sellers or the Acquired Companies to assign and transfer its interest in the Properties or Real Property Leases, as the case may be, to the Buyer (or its nominee) either by the terms of each of such Real Property Leases or by operation of law and there are no consents of third parties necessary for such assignment or transfer. (e) Each Seller is a "United States person" as that term is defined -------------------- in Section 7701(a)(30) of the Code.

Real Property Interests. (a) Section 4.14(a) of the Seller Disclosure Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a true and complete list of each parcel of Owned Real Property. Seller has provided Buyer with a true and complete copy of the recorded conveyance document vesting record title in the Company for each such parcel of Owned Real Property. With respect to each parcel of Owned Real Property: (i) all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY")has good, (ii) all material leases, license, subleases, easements valid and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" and collectively as "BUSINESS PROPERTIES"). (b) The Company and its Subsidiaries have good and insurable indefeasible fee title to all Owned Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances) and (ii) the Company has not leased, subleased, licensed or (other than Permitted Encumbrances) otherwise granted to any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, Person the right to use or occupy such Owned Real Property or any portion thereof. (b) easementsSection 4.14(b) of the Seller Disclosure Schedule sets forth a true and complete list, covenantsincluding the date and name of the parties thereto, rights-of-way of all Leases pursuant to which the Company is granted a right to use or occupy all or any portion of Leased Real Property. Seller has provided Buyer with true and other similar restrictions complete copies of record (such Leases, and any amendments, modifications, extensions or contained in the respective title deeds) and (c) renewals thereto. With respect to each of such Leases: (i) zoningeach such Lease is legal, building valid, binding, enforceable and other in full force and effect, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar restrictions, Laws relating to or affecting creditors’ rights generally; (ii) Liens that have been placed by the contemplated Transactions under this Agreement do not require consent of any developerother party to such Lease, landlord will not result in a breach of or other third party on property over which the Company or default under such Subsidiary has easement rights or on any Leased Property Lease and subordination or similar agreements relating thereto will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and (iii) unrecorded easements, covenants, rights-of-way or other similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability and operation of the property to which they relate. (c) Each of the Leases is a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None of on identical terms following Closing; (iii) the Company is not in material breach of or its Subsidiaries has received any notice from default under such Lease, and, to the Knowledge of Seller, (A) no other party to the Lease is in material breach of or default under such lease of the termination thereof. There is Lease, and (B) no default event has occurred or event circumstance exists that, with notice or lapse the delivery of notice, the passage of time or both, would constitute a default on material breach or a default, or permit the part termination, modification or acceleration of rent under such Lease; (iv) the Company does not owe any brokerage commissions or finder’s fees with respect to such Lease; (v) the Company 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) the Company has not collaterally assigned or granted any other Encumbrance (other than the Permitted Encumbrance) in such Lease or any interest therein. (c) Section 4.14(c) of the Seller Disclosure Schedule sets forth a true and complete list, including names of parties and recording information, of all Easements used or held for use by the Company. Seller has provided Buyer with true and complete copies of the documents creating such Easements and any amendments, modifications, extensions or renewals thereto. With respect to each such Easement: (i) the Company is the legal and beneficial owner of such Easement; (ii) such Easement and the rights and interests of the Company thereunder are in full force and effect and (iii) the Company is not in material breach of or its Subsidiaries default under such Easement, and, to the Knowledge of Seller (A) no other party to the Easement is in material breach of or default under such Easement, and (B) no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute a material breach or a default, or permit the termination or modification of such Easement. (d) Except as set forth on Section 4.14(d) of the Seller Disclosure Schedule, the Owned Real Property, the Leased Real Property and the Easements identified on Section 4.14(a), Section 4.14(b) and Section 4.14(c) of the Seller Disclosure Schedule, respectively (collectively, the “Real Property”), comprise all of the real property used in or necessary for the ownership or use of the Rio Bravo Pipeline System and operation and conduct of the Business as currently conducted or as expected to be conducted. (e) Except as set forth on Section 4.14(e) of the Seller Disclosure Schedule, the Company is not obligated under any right of first offer or refusal or any option or other contractual right to sell, purchase, assign or otherwise acquire or dispose of any Real Property, or any interest therein or any portion thereof. (f) Neither Seller, the Company nor any of their respective Affiliates has received any written notice of any condemnation, eminent domain, zoning, rezoning or similar proceeding or taking or concerning the actual or potential imposition of any special assessments on the Real Property, nor, to the Knowledge of TRWSeller, is any such proceeding or taking contemplated or threatened with respect to any parcel of Real Property or any portion thereof or interest therein. (g) To the Knowledge of Seller none of the buildings, structures, improvements or fixtures on or pipelines on, in or under the part Real Property contain any material physical damage resulting from a casualty. (h) Seller has delivered or made available to Buyer all title insurance policies obtained by Seller, the Company or any of their respective Affiliates in connection with the Company’s ownership or use of the Real Property, which policies are in full force and effect with respect to the Real Property, and no claims have been made against any other party thereto)of those policies.

Real Property Interests. (a) Schedule 5.6 P&G or an Affiliate has good, valid and marketable (and to the Northrop Grumman Disclosure Letter sets forth a complete list of (iextent such concepts exist in the applicable jurisdiction, indefeasible, fee simple) all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect title to all real property Owned Properties and interests good and valid title to the leasehold estates in real property leased by the Company or one of its Subsidiaries with respect to material facilities all Leased Properties ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually herein, individually, as a "BUSINESS PROPERTY" and collectively as "BUSINESS PROPERTIES"“Pharmaceuticals Business Property”). (b) The Company and its Subsidiaries have good and insurable fee title to all Owned Property, in each case free and clear of any and all Liens, covenants and rights-of-way, except (ai) Permitted LiensLiens described in clause (i) to (v) of Section 3.08, (bii) leases, subleases and similar agreements set forth in Section 3.09 of the P&G Disclosure Letter, (iii) easements, covenants, rights-of-way and other similar restrictions of record record, (iv) any conditions that may be shown by a current, accurate survey or contained in physical inspection of any Pharmaceuticals Business Property made prior to the respective title deeds) Closing and (cv) (iA) zoning, building and other similar restrictions, (iiB) Liens that have been placed by any developer, landlord or other third party on property over which the Company P&G or such Subsidiary any Affiliate has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iiiC) unrecorded easements, covenants, rights-of-way or and other similar restrictions, none . None of which the items set forth in clauses (iiii), (iiiv) and or (iiiv) above, individually or in the aggregate, materially impairs the continued use, marketability, insurability use and operation of the property Pharmaceuticals Business Property to which they relateit relates in the same manner that is currently used and operated. (b) To the Knowledge of P&G: (i) there has not been enacted any change in Law since the date hereof, and (ii) as of the date hereof there are no pending or proposed changes in Law, that in either case would reasonably be expected to materially interfere with the use of the Pharmaceuticals Business Properties as currently used by the Pharmaceuticals Business. The plants, buildings, structures and equipment, considered in the aggregate, included in each Owned Property, (i) have no material defects, are in good operating condition and repair in all material respects and have been reasonably maintained in all material respects consistent with standards generally followed in the industry (taking into account the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures are structurally sound in all material respects, (ii) currently have access to (x) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (y) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage, in each case as is necessary to permit the use of such plants, buildings, structures and equipment in the conduct of the Pharmaceuticals Business in all material respects as heretofore used. None of the structures on any Owned Property materially encroaches upon real property of another Person, and no structure of any other Person materially encroaches upon any Pharmaceuticals Business Property. (c) Each This Section 3.09 does not relate to Environmental Laws or Releases of Hazardous Substances, such items being the Leases is a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None subject of the Company or its Subsidiaries has received any notice from the other party to such lease of the termination thereof. There is no default or event that, with notice or lapse of time or both, would constitute a default on the part of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto)Section 3.14.

Real Property Interests. (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter 2.1 (a) sets forth a complete list of (iall Owned Properties and Schedule 2.1(b) sets forth a complete list of all real property and interests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) all material leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the "LEASES"), with respect to all real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") Leased Properties and, (c) as to Leased Property, identifies any material leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" “Business Property” and collectively as "BUSINESS PROPERTIES"“Business Properties”). (b) The Company . Seller has and its Subsidiaries have will transfer good and insurable marketable fee simple title to all Owned Property, free and clear of any and all Liens, covenants and rights-of-way, except (a) Permitted Liens, (b) easements, covenants, rights-of-way and other similar restrictions of record any nature whatsoever, except: (i) mechanics’, carriers’, workmen’s, repairmen’s or contained other like Liens arising or incurred in the respective title deedsordinary course of business for amounts not yet due or which are being contested in good faith, (ii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, (iii) Encumbrances listed on Schedule 4.5 (as supplemented in accordance with the last sentence of this Section 4.5), and (civ) (i1) zoning, building and other similar government-imposed restrictions, (ii2) Liens that have been placed by any developer, landlord or other third party on property over which the Company or such Subsidiary Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii3) unrecorded easements, covenants, rights-of-way or other similar restrictionsEncumbrances, none of which items set forth in clauses (i1), (ii2) and (iii3) above, individually or in the aggregate, (A) materially impairs impair the continued use, marketability, insurability use and operation of the property to which they relate. , (cB) Each materially impair the fair market value of the Leases is property to which they relate, (C) secure any Financing Obligation or (D) constitute a valid and subsisting lease, sublease or other occupancy agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. None that gives any third party any right to occupy or use all or any portion of the Company or its Subsidiaries has received any Owned Property. Notwithstanding anything in this Section to the contrary, Seller shall have the right, by written notice to Buyer, to supplement Schedule 4.5 from time to time with additional Encumbrances after the other party date of this Agreement (and prior to the closing) and Buyer shall be deemed to have accepted such lease Encumbrances, provided that such additional Encumbrances do not (A) materially impair the continued use and operation of the termination thereof. There is no default property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or event that, with notice or lapse of time or both, would (D) constitute a default on the part lease, sublease or other occupancy agreement that gives any third party any right to occupy or use all or any portion of the Company or its Subsidiaries (nor, to the Knowledge of TRW, on the part of any other party thereto)Owned Property.