Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia and the Columbia Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia and the Columbia Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia Premier and the Columbia Premier Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Premier Balance Sheet or acquired subsequent to March 31September 30, 20052002, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Premier Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Premier Balance Sheet or acquired subsequent to March 31September 30, 20052002: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia Premier and the Columbia Premier Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia Resource and the Columbia Resource Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Resource Balance Sheet or acquired subsequent to March 31June 30, 20052003, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Resource Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Resource Balance Sheet or acquired subsequent to March 31June 30, 20052003: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia Resource and the Columbia Resource Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in ------------ -------------------------------- Schedule 3.11, Columbia SFC and the Columbia SFC Subsidiaries have good and marketable title to ------------- all material consolidated real and personal properties and assets reflected in the Columbia SFC Balance Sheet or acquired subsequent to March 31September 30, 2005, 1999 (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, -------- ------- that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia SFC Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if ------------- due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia SFC Balance Sheet or acquired subsequent to March 31September 30, 20051999: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia SFC and the Columbia SFC Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia Somerset and the Columbia Somerset Subsidiaries have good and marketable ------------- title to all material consolidated real and personal properties and assets reflected in the Columbia Somerset Balance Sheet or acquired subsequent to March 31September 30, 20052004, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Somerset Balance Sheet or in Schedule 3.11; (ii) represent liens of current -------------- taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Somerset Balance Sheet or acquired subsequent to March 31September 30, 20052004: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia Somerset and the Columbia Somerset Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in ------------ -------------------------------- Schedule 3.11, Columbia DBC and the Columbia DBC Subsidiaries have good and marketable title to ------------- all material consolidated real and personal properties and assets reflected in the Columbia DBC Balance Sheet or acquired subsequent to March 31September 30, 2005, 2000 (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, -------- ------- that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia DBC Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if ------------- due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia DBC Balance Sheet or acquired subsequent to March 31September 30, 20052000: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia DBC and the Columbia DBC Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia SFC and the Columbia SFC Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia SFC Balance Sheet or acquired subsequent to March 31September 30, 2005, 1999 (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia SFC Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia SFC Balance Sheet or acquired subsequent to March 31September 30, 20051999: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia SFC and the Columbia SFC Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia DBC and the Columbia DBC Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia DBC Balance Sheet or acquired subsequent to March 31September 30, 2005, 2000 (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia DBC Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia DBC Balance Sheet or acquired subsequent to March 31September 30, 20052000: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia DBC and the Columbia DBC Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in ------------ -------------------------------- Schedule 3.11, Columbia ; WNB and the Columbia Subsidiaries WIC have good and marketable title to all material consolidated ------------- real and personal properties and assets reflected in the Columbia WNB Balance Sheet or acquired subsequent to March 31June 30, 2005, 1996 (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and -------- ------- warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia WNB Balance Sheet or in Schedule 3.11; (ii) represent ------------- liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia WNB Balance Sheet or acquired subsequent to March 31June 30, 20051996: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present or proposed use, of such structures, improvements, furniture, fixtures and equipment. Columbia WNB and the Columbia Subsidiaries WIC own or have has the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.

Title to and Condition of Assets. Except as disclosed in Schedule 3.11for inventory sold, Columbia and the Columbia Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Balance Sheet used or acquired subsequent to March 31, 2005, (other than property and assets otherwise disposed of in the Ordinary Course ordinary course of Business)business for fair value, each of the Company and its Subsidiaries has good and indefeasible title to all of its assets and properties (both real and personal) and its interests therein, free and clear of all liens or encumbrances Liens of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: nature whatsoever other than (i) are reflected Liens set forth in Section 3.27 of the Columbia Balance Sheet or in Schedule 3.11; Disclosure Schedule, (ii) represent liens of Liens for current taxes Taxes that are not yet due or whichand payable, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such easements and other imperfections of title, liens, encumbrances, zoning requirements and easements, if any, title as are not substantial material in character, amount or extent extent, do not impair the ability of Buyer's lender(s) to obtain a valid and enforceable first priority mortgage lien against such assets and properties and do not and will not materially detract from reduce the valuevalue of the property for commercial truckstop or travel center uses, or interfere with the present useuse of, the assets or properties subject thereto or affected thereby, or otherwise materially impair the business operations of the properties Company or any of its Subsidiaries (the "Permitted Encumbrances"). Except as set forth in Schedule 3.27, all machinery, equipment, tools, supplies, leasehold improvements, furniture and assets subject thereto. The material structures and fixtures owned or used by the Company or any of its Subsidiaries (other improvements to real estate, furniture, fixtures and equipment reflected than any such asset(s) of the Company or its Subsidiaries that individually or in the Columbia Balance Sheet or acquired subsequent to March 31, 2005: (Aaggregate have a total replacement cost that does not exceed $400,000) are in good operating condition and repair (ordinary condition, normal wear and tear excepted), and (B) do not require any special or extraordinary expenditures to remain in such condition beyond maintenance and repairs in the ordinary course of business and comply in all material respects with all applicable laws, ordinances rules and regulations, including without limitation all building codes, zoning ordinances regulations and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia and the Columbia Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conductedorders applicable thereto.

Title to and Condition of Assets. Except as disclosed in Schedule 3.113.13, Columbia Covenant and the Columbia Covenant Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Covenant Balance Sheet or acquired subsequent to March 31, 2005the date of the Covenant Balance Sheet, (other than OREO or property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Covenant Balance Sheet or in Schedule 3.113.13; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Covenant Balance Sheet or acquired subsequent to March 31, 2005the date of the Covenant Balance Sheet: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia Covenant and the Columbia Covenant Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.