Common use of Title to Properties and Assets; Liens, Etc Clause in Contracts

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such property. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or chargecharge (each for the foregoing, a “Lien”) , other than:than the following (each a “Permitted Encumbrance”): (a) those in favor of the Agent, for the ratable benefit of the Creditor Parties; (b) those in favor of Laurus, its assignees and/or any of its or their collateral agents; (c) those resulting from taxes which have not yet become delinquent; (bd) minor liens and encumbrances Liens which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances Liens have no effect on the lien Lien priority of the Purchaser Agent, for the ratable benefit of the Creditor Parties, in such property; and (ce) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien Lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its such Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its such Subsidiaries are are, in the aggregate, in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its such Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair repair, ordinary wear and tear excepted, and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.94.9 or in any Exchange Act Filing, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used, subject to normal wear and tear. Except as set forth on Schedule 4.94.9 or in any Exchange Act Filing, each of the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used, reasonable wear and tear accepted. Except as set forth on Schedule 4.9, the The Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth in the SEC Reports or on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the The Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or chargecharge (each for the foregoing, a “Lien”), other than:than the following (each a “Permitted Encumbrance”): (a) those in favor of the Agent, for the ratable benefit of the Creditor Parties; (b) those in favor of Laurus Master Fund, Ltd. (“Laurus”); (c) those resulting from taxes which have not yet become delinquent; (bd) minor liens and encumbrances Liens which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances Liens have no effect on the lien Lien priority of the Purchaser Agent, for the ratable benefit of the Creditor Parties, in such property; and; (ce) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien Lien priority of the Purchaser therein; (f) Purchase Money Liens (as defined in such propertySection 6.12) securing Purchase Money Indebtedness (as defined in Section 6.12) to the extent permitted in this Agreement; and (g) Liens specified on Schedule 4.9. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.94.9 or, in the case of TNEC, in any Exchange Act Filing, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the any Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser Agent in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertyAgent therein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the each Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the each Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9the Supplemental Schedule, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or chargecharge (each for the foregoing, a "LIEN") , other than:than the following (each a "PERMITTED ENCUMBRANCE"): (a) those in favor of the Agent, for the ratable benefit of the Creditor Parties; (b) those resulting from taxes which have not yet become delinquent; (bc) minor liens and encumbrances Liens which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances Liens have no effect on the lien Lien priority of the Purchaser Agent, for the ratable benefit of the Creditor Parties, in such property; and (cd) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien Lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9Supplemental Schedule, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or chargecharge (each for the foregoing, a “Lien”) , other than:than the following (each a “Permitted Encumbrance”): (a) those in favor of the Agent; (b) those in favor of Laurus Master Fund, Ltd. and/or its assignees; (c) those resulting from taxes which have not yet become delinquent; (bd) minor liens and encumbrances Liens which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances Liens have no effect on the lien Lien priority of the Purchaser Agent, for the ratable benefit of the Creditor Parties, in such property; and (ce) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien Lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertyPurchaser. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth ------------------------------------------- on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.95.9, each of the Company and each of its Subsidiaries Borrower has good and marketable title to its properties and assets, and the whole or any part of the present or future undertaking assets, rights or revenues (including uncalled capital) of itself and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its SubsidiariesBorrower, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser Lender in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertyLender therein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries Borrower are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.95.9, the Company and its Subsidiaries are Borrower is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company Parent and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company Parent or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company Parent and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company Parent and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interestsestates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair repair, ordinary wear and tear excepted, and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each Each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and; (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser therein; (d) liens in such propertyfavor of Purchaser; and (e) liens of warehousemen, mechanics, materialmen, workers, repairmen, common carriers, or landlords, liens for taxes, assessments or other governmental charges, and other similar liens arising by operation of law, in each case arising in the ordinary course of business and for amounts that are not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which an adequate reserve or other appropriate provision shall have been made to the extent required by generally accepted accounting principals. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in reasonably good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.95(h), each of the Company and each of its Subsidiaries the Guarantors has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiariesthe Guarantors, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser Laurus in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertyLaurus therein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries each Guarantor are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.95(h), the Company and its Subsidiaries each Guarantor are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9accrued for and reflected in the Company’s financial statements, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interestsestates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and; (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority ; (d) those in favor of the Purchaser Senior Creditor; (e) after giving effect to the transactions contemplated hereby, those in such propertyfavor of the Purchaser; and (f) those that have arisen in connection with debt permitted by Section 6.12(e)(i), including, but not limited to those liens in favor of Counsel Corporation, an Ontario corporation, and its affiliates. Acceris Communications Confidential Materials October 14, 2004 All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable valid title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the any Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the each Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the each Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or chargecharge (each for the foregoing, a “Lien”) , other than:than the following (each a “Permitted Encumbrance”): (a) those in favor of the Agent, for the ratable benefit of the Creditor Parties; (b) those in favor of Laurus Master Fund, Ltd. (c) those resulting from taxes which have not yet become delinquent; (bd) minor liens and encumbrances Liens which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; andthe (ce) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien Lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) Those in favor of the Purchaser; (b) those resulting from taxes which have not yet become delinquent; (bc) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (cd) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser in such propertytherein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Title to Properties and Assets; Liens, Etc. Except as set forth on ------------------------------------------ Schedule 4.9, each of the Company and each of its the Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its the Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and (c) those that have otherwise arisen in the ordinary course of business, so long as they in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its the Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its the Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.